UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June ~~27, 2021~~26, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 1-9444

CEDAR FAIR, L.P.

(Exact name of registrant as specified in its charter)


Delaware						34-1560655
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices) (Zip Code)

(419) 626-0830

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Depositary Units (Representing Limited Partner Interests)	FUN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Title of Class						Units Outstanding as of July ~~30, 2021~~29, 2022
Depositary Units (Representing Limited Partner Interests)						~~56,828,184~~57,039,740

Page 1 of 3130 pages

Table of Contents

CEDAR FAIR, L.P.

FORM 10-Q CONTENTS

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


		June 27, 2021		December 31, 2020		June 28, 2020			June 26, 2022		December 31, 2021		June 27, 2021
ASSETS	ASSETS							ASSETS
Current Assets:	Current Assets:							Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	292,596	$	376,736	$	301,135	Cash and cash equivalents	$	124,929	$	61,119	$	292,596
Receivables	Receivables	52,259		34,445		41,822		Receivables	101,449		62,109		52,259
Inventories	Inventories	46,983		47,479		45,580		Inventories	56,608		32,113		46,983

Current income tax receivable	Current income tax receivable	91,608		69,104		4,234		Current income tax receivable	2,526		84,051		91,608
Land held for sale								Land held for sale	150,595		—		—
Other current assets	Other current assets	40,298		26,747		22,515		Other current assets	40,268		24,249		40,298
		523,744		554,511		415,286			476,375		263,641		523,744
Property and Equipment:	Property and Equipment:							Property and Equipment:
Land	Land	445,274		442,708		437,491		Land	291,166		443,190		445,274
Land improvements	Land improvements	485,242		467,176		458,933		Land improvements	490,191		486,014		485,242
Buildings	Buildings	857,452		849,404		832,356		Buildings	913,699		855,297		857,452
Rides and equipment	Rides and equipment	2,001,500		1,962,324		1,934,048		Rides and equipment	2,025,153		1,986,235		2,001,500
Construction in progress	Construction in progress	41,078		75,507		93,412		Construction in progress	44,637		57,666		41,078
		3,830,546		3,797,119		3,756,240			3,764,846		3,828,402		3,830,546
Less accumulated depreciation	Less accumulated depreciation	(2,028,345)		(1,995,138)		(1,893,656)		Less accumulated depreciation	(2,164,908)		(2,117,659)		(2,028,345)
		1,802,201		1,801,981		1,862,584			1,599,938		1,710,743		1,802,201
Goodwill	Goodwill	269,193		266,961		276,238		Goodwill	265,988		267,232		269,193
Other Intangibles, net	Other Intangibles, net	50,751		50,288		51,836		Other Intangibles, net	49,702		49,994		50,751
Right-of-Use Asset	Right-of-Use Asset	13,520		13,527		13,322		Right-of-Use Asset	17,818		16,294		13,520
Other Assets	Other Assets	4,824		6,144		38,268		Other Assets	7,176		5,116		4,824
		$	2,664,233	$	2,693,412	$	2,657,534		$	2,416,997	$	2,313,020	$	2,664,233
LIABILITIES AND PARTNERS’ EQUITY	LIABILITIES AND PARTNERS’ EQUITY							LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:	Current Liabilities:							Current Liabilities:

Accounts payable	Accounts payable	$	51,452	$	14,272	$	24,848	Accounts payable	$	80,948	$	53,912	$	51,452
Deferred revenue	Deferred revenue	275,506		183,354		103,834		Deferred revenue	297,930		187,599		275,506
Accrued interest	Accrued interest	34,402		33,718		30,794		Accrued interest	31,374		32,011		34,402
Accrued taxes	Accrued taxes	13,002		10,775		12,677		Accrued taxes	17,734		9,075		13,002
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	28,344		24,975		15,287		Accrued salaries, wages and benefits	30,358		53,833		28,344
Self-insurance reserves	Self-insurance reserves	22,336		22,322		23,028		Self-insurance reserves	24,662		24,573		22,336
Other accrued liabilities	Other accrued liabilities	17,913		10,565		21,005		Other accrued liabilities	26,388		20,511		17,913
		442,955		299,981		231,473			509,394		381,514		442,955
Deferred Tax Liability	Deferred Tax Liability	38,488		39,595		29,698		Deferred Tax Liability	62,956		66,483		38,488
Derivative Liability	Derivative Liability	31,690		39,086		37,247		Derivative Liability	—		20,086		31,690
Lease Liability	Lease Liability	10,620		10,483		10,072		Lease Liability	14,548		13,345		10,620
Non-Current Deferred Revenue		16,061		10,508		97,649

Other Liabilities	Other Liabilities	5,264		5,952		2,722		Other Liabilities	9,847		11,144		21,325
Long-Term Debt:	Long-Term Debt:							Long-Term Debt:

Revolving credit loans								Revolving credit loans	90,000		—		—
Term debt	Term debt	256,713		255,025		255,897		Term debt	190,920		258,391		256,713
Notes	Notes	2,704,002		2,699,219		2,404,638		Notes	2,265,114		2,260,545		2,704,002
		2,960,715		2,954,244		2,660,535			2,546,034		2,518,936		2,960,715
Partners’ Deficit	Partners’ Deficit							Partners’ Deficit
Special L.P. interests	Special L.P. interests	5,290		5,290		5,290		Special L.P. interests	5,290		5,290		5,290
General partner	General partner	(9)		(7)		(5)		General partner	(7)		(7)		(9)
Limited partners, 56,829, 56,706 and 56,707 units outstanding as of June 27, 2021, December 31, 2020 and June 28, 2020, respectively		(840,663)		(674,319)		(436,275)
Accumulated other comprehensive (loss) income		(6,178)		2,599		19,128
Limited partners, 57,040, 56,854 and 56,829 units outstanding as of June 26, 2022, December 31, 2021 and June 27, 2021, respectively								Limited partners, 57,040, 56,854 and 56,829 units outstanding as of June 26, 2022, December 31, 2021 and June 27, 2021, respectively	(745,680)		(712,714)		(840,663)
Accumulated other comprehensive income (loss)								Accumulated other comprehensive income (loss)	14,615		8,943		(6,178)
		(841,560)		(666,437)		(411,862)			(725,782)		(698,488)		(841,560)
		$	2,664,233	$	2,693,412	$	2,657,534		$	2,416,997	$	2,313,020	$	2,664,233

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~LOSS~~INCOME (LOSS)

(In thousands, except per unit amounts)


		Three months ended				Six months ended					Three months ended				Six months ended
		June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020			June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Net revenues:	Net revenues:									Net revenues:
Admissions	Admissions	$	99,072	$	668	$	99,072	$	27,317	Admissions	$	253,494	$	99,072	$	302,930	$	99,072
Food, merchandise and games	Food, merchandise and games	83,945		2,860		91,191		22,807		Food, merchandise and games	177,153		83,945		213,868		91,191
Accommodations, extra-charge products and other	Accommodations, extra-charge products and other	41,120		3,058		43,616		10,097		Accommodations, extra-charge products and other	78,844		41,120		91,528		43,616
		224,137		6,586		233,879		60,221			509,491		224,137		608,326		233,879
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of food, merchandise, and games revenues	Cost of food, merchandise, and games revenues	23,630		2,005		25,936		8,390		Cost of food, merchandise, and games revenues	49,162		23,630		59,986		25,936
Operating expenses	Operating expenses	155,945		66,983		222,099		173,351		Operating expenses	232,421		155,945		352,271		222,099
Selling, general and administrative	Selling, general and administrative	47,066		23,727		77,416		48,536		Selling, general and administrative	65,601		47,066		106,387		77,416
Depreciation and amortization	Depreciation and amortization	33,992		54,923		35,445		60,011		Depreciation and amortization	49,037		33,992		58,636		35,445
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	1,937		1,036		3,476		7,803		Loss on impairment / retirement of fixed assets, net	1,199		1,937		2,747		3,476
Loss on impairment of goodwill and other intangibles		0		0		0		88,181

Gain on sale of investment	Gain on sale of investment	0		0		(2)		0		Gain on sale of investment	—		—		—		(2)
		262,570		148,674		364,370		386,272			397,420		262,570		580,027		364,370
Operating loss		(38,433)		(142,088)		(130,491)		(326,051)
Operating income (loss)										Operating income (loss)	112,071		(38,433)		28,299		(130,491)
Interest expense	Interest expense	46,005		36,746		90,101		63,965		Interest expense	40,214		46,005		78,337		90,101
Net effect of swaps	Net effect of swaps	(3,834)		1,559		(7,396)		21,338		Net effect of swaps	(7,739)		(3,834)		(21,941)		(7,396)
Loss on early debt extinguishment	Loss on early debt extinguishment	0		1,696		4		1,696		Loss on early debt extinguishment	—		—		—		4
(Gain) loss on foreign currency		(11,099)		(12,651)		(16,904)		21,551
Loss (gain) on foreign currency										Loss (gain) on foreign currency	9,845		(11,099)		9,860		(16,904)
Other income	Other income	(27)		(130)		(105)		(309)		Other income	(394)		(27)		(443)		(105)
Loss before taxes		(69,478)		(169,308)		(196,191)		(434,292)
Benefit for taxes		(10,608)		(36,756)		(26,905)		(85,763)
Net loss		(58,870)		(132,552)		(169,286)		(348,529)
Net loss allocated to general partner		(1)		(2)		(2)		(4)
Net loss allocated to limited partners		$	(58,869)	$	(132,550)	$	(169,284)	$	(348,525)
Income (loss) before taxes										Income (loss) before taxes	70,145		(69,478)		(37,514)		(196,191)
Provision (benefit) for taxes										Provision (benefit) for taxes	19,373		(10,608)		223		(26,905)
Net income (loss)										Net income (loss)	50,772		(58,870)		(37,737)		(169,286)
Net income (loss) allocated to general partner										Net income (loss) allocated to general partner	1		(1)		—		(2)
Net income (loss) allocated to limited partners										Net income (loss) allocated to limited partners	$	50,771	$	(58,869)	$	(37,737)	$	(169,284)

Net loss		$	(58,870)	$	(132,552)	$	(169,286)	$	(348,529)
Other comprehensive (loss) income, (net of tax):
Net income (loss)										Net income (loss)	$	50,772	$	(58,870)	$	(37,737)	$	(169,286)
Other comprehensive income (loss), (net of tax):										Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	Foreign currency translation adjustment	(5,686)		(6,523)		(8,777)		9,382		Foreign currency translation adjustment	2,819		(5,686)		5,672		(8,777)

Other comprehensive (loss) income, (net of tax)		(5,686)		(6,523)		(8,777)		9,382
Total comprehensive loss		$	(64,556)	$	(139,075)	$	(178,063)	$	(339,147)
Basic loss per limited partner unit:
Other comprehensive income (loss), (net of tax)										Other comprehensive income (loss), (net of tax)	2,819		(5,686)		5,672		(8,777)
Total comprehensive income (loss)										Total comprehensive income (loss)	$	53,591	$	(64,556)	$	(32,065)	$	(178,063)
Basic income (loss) per limited partner unit:										Basic income (loss) per limited partner unit:
Weighted average limited partner units outstanding	Weighted average limited partner units outstanding	56,622		56,494		56,588		56,455		Weighted average limited partner units outstanding	56,760		56,622		56,720		56,588
Net loss per limited partner unit		$	(1.04)	$	(2.35)	$	(2.99)	$	(6.17)
Diluted loss per limited partner unit:
Net income (loss) per limited partner unit										Net income (loss) per limited partner unit	$	0.89	$	(1.04)	$	(0.67)	$	(2.99)
Diluted income (loss) per limited partner unit:										Diluted income (loss) per limited partner unit:
Weighted average limited partner units outstanding	Weighted average limited partner units outstanding	56,622		56,494		56,588		56,455		Weighted average limited partner units outstanding	57,127		56,622		56,720		56,588
Net loss per limited partner unit		$	(1.04)	$	(2.35)	$	(2.99)	$	(6.17)
Net income (loss) per limited partner unit										Net income (loss) per limited partner unit	$	0.89	$	(1.04)	$	(0.67)	$	(2.99)

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ DEFICIT

(In thousands)


For the three months ended	For the three months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit		For the three months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of March 29, 2020		56,703	$	(305,152)	$	(3)	$	5,290	$	25,651	$	(274,214)
Net loss		—	(132,550)		(2)		—		—		(132,552)

Limited partnership units related to equity-based compensation		4	1,447		—		—		—		1,447
Tax effect of units involved in treasury unit transactions		—	(20)		—		—		—		(20)
Foreign currency translation adjustment, net of tax $(940)		—	—		—		—		(6,523)		(6,523)

Balance as of June 28, 2020		56,707	$	(436,275)	$	(5)	$	5,290	$	19,128	$	(411,862)
Balance as of March 28, 2021	Balance as of March 28, 2021	56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)	Balance as of March 28, 2021	56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)
Net loss	Net loss	—	(58,869)		(1)		—		—		(58,870)		Net loss	—	(58,869)		(1)		—		—		(58,870)

Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	1	3,619		—		—		—		3,619		Limited partnership units related to equity-based compensation	1	3,619		—		—		—		3,619
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(13)		—		—		—		(13)		Tax effect of units involved in treasury unit transactions	—	(13)		—		—		—		(13)
Foreign currency translation adjustment, net of tax $(801)	Foreign currency translation adjustment, net of tax $(801)	—	—		—		—		(5,686)		(5,686)		Foreign currency translation adjustment, net of tax $(801)	—	—		—		—		(5,686)		(5,686)

Balance as of June 27, 2021	Balance as of June 27, 2021	56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)	Balance as of June 27, 2021	56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)

For the six months ended		Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of December 31, 2019		56,666	$	(25,001)	$	(1)	$	5,290	$	9,746	$	(9,966)
Net loss		—	(348,525)		(4)		—		—		(348,529)
Partnership distribution declared ($0.935 per unit)		—	(53,022)		—		—		—		(53,022)
Balance as of March 27, 2022													Balance as of March 27, 2022	57,042	$	(804,659)	$	(8)	$	5,290	$	11,796	$	(787,581)
Net income													Net income	—	50,771		1		—		—		50,772

Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	41	(7,966)		—		—		—		(7,966)		Limited partnership units related to equity-based compensation	(2)	8,218		—		—		—		8,218
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(1,761)		—		—		—		(1,761)		Tax effect of units involved in treasury unit transactions	—	(10)		—		—		—		(10)
Foreign currency translation adjustment, net of tax $1,911		—	—		—		—		9,382		9,382
Foreign currency translation adjustment, net of tax $982													Foreign currency translation adjustment, net of tax $982	—	—		—		—		2,819		2,819

Balance as of June 28, 2020		56,707	$	(436,275)	$	(5)	$	5,290	$	19,128	$	(411,862)
Balance as of June 26, 2022													Balance as of June 26, 2022	57,040	$	(745,680)	$	(7)	$	5,290	$	14,615	$	(725,782)

For the six months ended													For the six months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of December 31, 2020	Balance as of December 31, 2020	56,706	$	(674,319)	$	(7)	$	5,290	$	2,599	$	(666,437)	Balance as of December 31, 2020	56,706	$	(674,319)	$	(7)	$	5,290	$	2,599	$	(666,437)
Net loss	Net loss	—	(169,284)		(2)		—		—		(169,286)		Net loss	—	(169,284)		(2)		—		—		(169,286)

Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	123	4,501		—		—		—		4,501		Limited partnership units related to equity-based compensation	123	4,501		—		—		—		4,501
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(1,561)		—		—		—		(1,561)		Tax effect of units involved in treasury unit transactions	—	(1,561)		—		—		—		(1,561)
Foreign currency translation adjustment, net of tax $(1,228)	Foreign currency translation adjustment, net of tax $(1,228)	—	—		—		—		(8,777)		(8,777)		Foreign currency translation adjustment, net of tax $(1,228)	—	—		—		—		(8,777)		(8,777)

Balance as of June 27, 2021	Balance as of June 27, 2021	56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)	Balance as of June 27, 2021	56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)

Balance as of December 31, 2021													Balance as of December 31, 2021	56,854	$	(712,714)	$	(7)	$	5,290	$	8,943	$	(698,488)
Net loss													Net loss	—	(37,737)		—		—		—		(37,737)

Limited partnership units related to equity-based compensation													Limited partnership units related to equity-based compensation	186	6,760		—		—		—		6,760
Tax effect of units involved in treasury unit transactions													Tax effect of units involved in treasury unit transactions	—	(1,989)		—		—		—		(1,989)
Foreign currency translation adjustment, net of tax $557													Foreign currency translation adjustment, net of tax $557	—	—		—		—		5,672		5,672

Balance as of June 26, 2022													Balance as of June 26, 2022	57,040	$	(745,680)	$	(7)	$	5,290	$	14,615	$	(725,782)

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


		Six months ended					Six months ended
		June 27, 2021		June 28, 2020			June 26, 2022		June 27, 2021
CASH FLOWS FOR OPERATING ACTIVITIES
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES						CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net loss	Net loss	$	(169,286)	$	(348,529)	Net loss	$	(37,737)	$	(169,286)
Adjustments to reconcile net loss to net cash for operating activities:
Adjustments to reconcile net loss to net cash from (for) operating activities:						Adjustments to reconcile net loss to net cash from (for) operating activities:
Depreciation and amortization	Depreciation and amortization	35,445		60,011		Depreciation and amortization	58,636		35,445
Loss on early debt extinguishment	Loss on early debt extinguishment	4		1,696		Loss on early debt extinguishment	—		4
Loss on impairment of goodwill and other intangibles		0		88,181
Non-cash foreign currency (gain) loss on debt		(15,777)		22,955
Non-cash equity based compensation expense (benefit)		9,007		(3,525)

Non-cash foreign currency gain on debt						Non-cash foreign currency gain on debt	—		(15,777)
Non-cash equity based compensation expense						Non-cash equity based compensation expense	11,883		9,007
Non-cash deferred income tax benefit	Non-cash deferred income tax benefit	(2,495)		(50,398)		Non-cash deferred income tax benefit	(2,732)		(2,495)
Net effect of swaps	Net effect of swaps	(7,396)		21,338		Net effect of swaps	(21,941)		(7,396)
Other non-cash expenses	Other non-cash expenses	7,330		9,381		Other non-cash expenses	17,545		7,330
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
(Increase) decrease in receivables	(Increase) decrease in receivables	(17,723)		12,461		(Increase) decrease in receivables	(39,442)		(17,723)
(Increase) decrease in inventories	(Increase) decrease in inventories	677		(22,020)		(Increase) decrease in inventories	(24,573)		677
(Increase) decrease in tax receivable		(19,785)		(38,317)
(Increase) decrease in tax receivable/accrual						(Increase) decrease in tax receivable/accrual	90,123		(19,785)
(Increase) decrease in other assets	(Increase) decrease in other assets	(14,034)		(7,948)		(Increase) decrease in other assets	(16,245)		(14,034)
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	33,384		127		Increase (decrease) in accounts payable	19,722		33,384
Increase (decrease) in deferred revenue	Increase (decrease) in deferred revenue	97,157		41,278		Increase (decrease) in deferred revenue	109,627		97,157
Increase (decrease) in accrued interest	Increase (decrease) in accrued interest	617		9,454		Increase (decrease) in accrued interest	(637)		617
Increase (decrease) in accrued salaries, wages and benefits	Increase (decrease) in accrued salaries, wages and benefits	3,334		(14,167)		Increase (decrease) in accrued salaries, wages and benefits	(23,428)		3,334
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities	6,560		(1,639)		Increase (decrease) in other liabilities	5,447		6,560
Net cash for operating activities		(52,981)		(219,661)
Net cash from (for) operating activities						Net cash from (for) operating activities	146,248		(52,981)
CASH FLOWS FOR INVESTING ACTIVITIES	CASH FLOWS FOR INVESTING ACTIVITIES					CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(25,491)		(100,637)		Capital expenditures	(95,790)		(25,491)

Proceeds from sale of investment	Proceeds from sale of investment	1,405		0		Proceeds from sale of investment	—		1,405

Net cash for investing activities	Net cash for investing activities	(24,086)		(100,637)		Net cash for investing activities	(95,790)		(24,086)
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES						CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings on revolving credit loans						Net borrowings on revolving credit loans	90,000		—

Note borrowings		0		1,000,000
Term debt payments	Term debt payments	0		(465,125)		Term debt payments	(69,000)		—

Distributions paid to partners		0		(53,022)

Payment of debt issuance costs	Payment of debt issuance costs	(77)		(33,746)		Payment of debt issuance costs	—		(77)
Payments related to tax withholding for equity compensation	Payments related to tax withholding for equity compensation	(4,507)		(4,618)		Payments related to tax withholding for equity compensation	(5,126)		(4,507)
Other	Other	(1,563)		(1,649)		Other	(1,987)		(1,563)
Net cash (for) from financing activities		(6,147)		441,840
Net cash from (for) financing activities						Net cash from (for) financing activities	13,887		(6,147)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(926)		(2,659)		EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(535)		(926)
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS					CASH AND CASH EQUIVALENTS
Net (decrease) increase for the period		(84,140)		118,883
Net increase (decrease) for the period						Net increase (decrease) for the period	63,810		(84,140)
Balance, beginning of period	Balance, beginning of period	376,736		182,252		Balance, beginning of period	61,119		376,736
Balance, end of period	Balance, end of period	$	292,596	$	301,135	Balance, end of period	$	124,929	$	292,596
SUPPLEMENTAL INFORMATION	SUPPLEMENTAL INFORMATION					SUPPLEMENTAL INFORMATION
Cash payments for interest expense	Cash payments for interest expense	$	83,937	$	51,869	Cash payments for interest expense	$	74,345	$	83,937
Interest capitalized	Interest capitalized	1,150		1,423		Interest capitalized	1,468		1,150
Net cash (refunds) payments for income taxes		(10)		5,984
Net cash refunds for income taxes						Net cash refunds for income taxes	(78,931)		(10)
Capital expenditures in accounts payable	Capital expenditures in accounts payable	8,302		5,847		Capital expenditures in accounts payable	14,715		8,302

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.

INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the "Partnership," "we," "us," or "our") without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the seasonal nature of our amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year.

(1) Description of the Business and Significant Accounting Policies:

Impact of COVID-19 Pandemic

The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, ~~is expected to have~~had a continuing negative impact in 2021 and may have a longer-term negative effect. On March 14, 2020, we closed our properties in response to the spread of COVID-19 and local government mandates. We ultimately resumed only partial operations at 10 of our 13 properties in 2020. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted, including reduced operating days per week and operating hours within each operating ~~day.~~day and earlier closure of certain parks than a typical operating year. Following March 14, 2020, Knott's Berry Farm's partial operations in 2020 were limited to culinary festivals.

In May 2021, we opened all of our U.S. properties for the 2021 operating season on a staggered basis with capacity restrictions, guest reservations, and other operating protocols in place. Our 2021 operating calendars were designed to align with anticipated capacity restrictions, guest demand and labor ~~availability.~~availability, including fewer operating days in July and August at some of our smaller properties and additional operating days in September and the fourth quarter at most of our properties. As vaccination distribution efforts continued during the second quarter of 2021 and we were able to ~~secure~~hire additional labor, we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. We were also able to open our Canadian property, Canada's Wonderland, in July 2021. Canada's Wonderland operated with capacity restrictions, guest reservations, and other operating protocols in place throughout 2021.

During the second quarter of 2022, all of our properties had opened for the 2022 operating season without restrictions as planned. We currently anticipate maintaining full park operating calendars for the 2022 operating season at all of our parks. However, we have ~~adjusted~~ and may continue to adjust ~~our 2021~~future park operating calendars as we respond to changes in guest demand, labor availability and any federal, provincial, state and local restrictions. ~~We were able to open our Canadian property, Canada's Wonderland, in July 2021. Canada's Wonderland is operating with capacity restrictions, guest reservations, and other operating protocols in place.~~

Our future operations are dependent on factors outside of our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects. Furthermore, management has made significant estimates and assumptions to ~~determine our liquidity requirements and~~ estimate the impact of the COVID-19 pandemic on our business, including financial results in the near and long-term. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

In the prior year quarterly period ended June 28, 2020, we estimated that some of our parks would remain closed throughout 2020 and some of our parks that had been able to open would be compelled to close for the 2020 operating season earlier than the park's typical operating calendar due to the effects of the COVID-19 pandemic. Furthermore, during the second quarter of 2020, we paused collections of guest payments on installment purchase products and extended the usage privileges of 2020 season passes through the 2021 operating season. As a result, we estimated the following working capital amounts would be realized greater than 12 months from the balance sheet date, and these amounts were classified as non-current within the prior year quarterly period unaudited condensed consolidated balance sheet:


~~(In thousands)~~
~~Working Capital Account~~	~~Balance Sheet Location~~	~~June 28, 2020~~
~~Receivables~~	~~Other Assets~~	$	~~8,663~~
~~Inventories~~	~~Other Assets~~	~~9,159~~
~~Other current assets~~	~~Other Assets~~	~~763~~
		$	~~18,585~~

~~Deferred revenue~~	~~Non-Current Deferred Revenue~~	$	~~88,579~~

In the current year quarterly period ended June 27, 2021, all of our properties were open except for our Canadian property, Canada's Wonderland, which opened in July 2021. Therefore, we expect outstanding working capital amounts to be realized within 12 months from the balance sheet date, including accounts receivable related to outstanding installment purchase products and deferred revenue related to outstanding season passes, with the exception of $5.8 million of deferred revenue expected to be realized greater than 12 months from the balance sheet date due to the extension of validity for Canada's Wonderland season-long products (see ~~Note 3~~).

Significant Accounting Policies

Except for the changes described below, our unaudited condensed consolidated financial statements included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, ~~2020,~~2021, which were included in the Form 10-K filed on February ~~19, 2021.~~18, 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange

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Commission (the "Commission"). These financial statements should be read in conjunction with the financial statements and the notes included in the Form 10-K referred to above.

~~Adopted Accounting Pronouncements~~

In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing specific exceptions and clarifying and amending existing guidance under Topic 740, Income Taxes. ASU 2019-12 is effective for fiscal years after December 15, 2020 and interim periods within those years. Early adoption is permitted, including adoption in any interim period, but all amendments must be adopted in the same period. The allowable adoption methods differ under the various amendments. We adopted ASU 2019-12 as of January 1, 2021. The standard did not have an effect on the condensed consolidated financial statements and related disclosures.

New Accounting Pronouncements

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. In January 2021, the FASB amended ASU 2020-04 by issuing Accounting Standards Update No. 2021-01, Reference Rate Reform Scope ("ASU 2021-01"). ASU 2021-01 clarifies the scope of optional expedients and exceptions to derivatives that are affected by the discounting transition. We are in the process of evaluating the effect ~~this standard~~these standards will have on the unaudited condensed consolidated financial statements and related disclosures.

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(2) Interim Reporting:

We are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary resort facilities. Our parks operate seasonally except for Knott's Berry Farm, which is typically open daily on a year-round basis. Our seasonal parks are generally open during weekends beginning in March, April or May, and then daily from Memorial Day until Labor Day. After Labor Day, our seasonal parks are open during select weekends in September and, in most cases, in the fourth quarter for Halloween and winter events. As a result, a substantial portion of our revenues from these seasonal parks typically are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. COVID-19 impacted our parks' operating calendars in ~~2020 and~~ 2021 as described within Note 1.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, we have adopted the following accounting procedures: (a) revenues from multi-use products are recognized over the estimated number of uses expected for each type of product; and the estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season; (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season; and (c) all other costs are expensed as incurred or ratably over the entire year. For those operating costs that are expensed over each park's operating season, we recognize expense over each park's planned operating days. In 2020, pre-COVID-19 budgeted operating days represented each park's planned operating days. Pre-COVID-19 budgeted operating days more accurately reflected incurred expense, resulted in greater consistency between parks and with historical results, and was more consistent with our interim reporting accounting procedures compared with updating our procedures to recognize expense over the much fewer actual operating days in 2020.

(3) Revenue Recognition:

As disclosed within the unaudited condensed consolidated statements of operations and comprehensive ~~loss,~~income (loss), revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other".

The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented. The amounts are not comparable due to the effects of the COVID-19 pandemic.

Three months ended Six months ended
(In thousands) June 27, 2021 June 28, 2020 June 27, 2021 June 28, 2020
In-park revenues $ 190,666 $ 1,217 $ 190,666 $ 44,244
Out-of-park revenues 40,833 5,563 50,980 17,654
Concessionaire remittance (7,362) (194) (7,767) (1,677)
Net revenues $ 224,137 $ 6,586 $ 233,879 $ 60,221

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	Three months ended				Six months ended
(In thousands)	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
In-park revenues	$	466,987	$	190,666	$	552,523	$	190,666
Out-of-park revenues	59,622		40,833		76,114		50,980
Concessionaire remittance	(17,118)		(7,362)		(20,311)		(7,767)
Net revenues	$	509,491	$	224,137	$	608,326	$	233,879

Due to our highly seasonal operations, a substantial portion of our revenues typically are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at our properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns.

Many products, including season-long products, are sold to customers in advance, resulting in a contract liability ("deferred revenue"). Deferred revenue is typically at its highest immediately prior to the peak summer season, and at its lowest at the beginning of the calendar year following the close of our parks' operating seasons. Season-long products represent most of the deferred revenue balance in any given period.

Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders ~~receive~~received a full season of access to our parks. In addition, four of our parks provided their season pass holders a loyalty reward to be used on purchases within the park during the 2021 operating season. We identified the loyalty reward as a separate performance obligation and allocated revenue to the season pass and loyalty reward in a manner consistent with other bundled products. The extended validity of the 2020 season-long products ~~and to a much lesser extent the loyalty reward offering,~~ resulted in a significant amount of revenue ~~being~~ deferred from 2020 into 2021. ~~Due to the extension of the validity of the~~All 2020 and 2021 season-long ~~products into 2021, we classified $88.6 million of deferred~~product revenue ~~as non-current~~had been recognized as of ~~June 28, 2020 within "Non-Current Deferred Revenue" in the unaudited condensed consolidated balance sheet.~~December 31, 2021 except for season-long product extensions into 2022 at two parks. In the first quarter of 2021, ~~and in addition to the extended validity through 2021,~~ Knott's Berry Farm ~~also~~ offered a further day-for-day extension into calendar year 2022 for 2020 and 2021 season-long products for every day the park was closed in ~~2021, as well as a further~~2021. The extension for ~~out-of-state season pass holders due to more restrictive state guidelines for out-of-state visitors.~~the 2020 and 2021 season-long products at Knott's Berry Farm concluded during the second quarter of 2022 and all related revenue had been recognized. In the second quarter of 2021, Canada's Wonderland extended its 2020 and 2021 ~~season passes~~season-long products through September 5, 2022. All Canada's Wonderland 2020 and 2021 season-long product revenue is expected to be recognized by the

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third quarter of 2022. No other parks ~~are offering~~offered similar plans. ~~We expect deferred revenue related to our outstanding season-long products to be realized within 12 months from the balance sheet date except for~~As of June 27, 2021, we classified $5.8 million of deferred revenue ~~expected to be recognized in the third quarter of 2022~~as non-current due to the Canada's Wonderland extension.

In order to calculate revenue recognized on ~~2020~~these extended season-long products, management made significant estimates regarding the estimated number of uses expected for these season-long products for admission, dining, beverage and other products, ~~for the 2021 and 2022 operating seasons. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.~~including during interim periods.

Of the ~~$183.4~~$187.6 million of current deferred revenue recorded as of January 1, ~~2021, 90%~~2022, 91% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, ~~marina deposits,~~prepaid games cards, advanced resort reservations, marina deposits and other deferred revenue. Approximately ~~$39~~$84 million of the current deferred revenue balance as of January 1, ~~2021~~2022 was recognized during the six months ended June ~~27, 2021. We~~26, 2022. As of January 1, 2022 and June 26, 2022, we also had recorded ~~$10.5~~$10.0 million and $8.7 million, respectively, of non-current deferred revenue ~~as of January 1, 2021~~ which largely represented prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 2027 following the sale of the land under California's Great America; see Note 11. Prior to the sale, the prepaid lease payments were being recognized through 2039.

Payment is due immediately on the transaction date for most products. Our receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products, ~~(and other select products for specific time periods),~~ and includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans vary in length from 3 monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables in a typical operating year are ~~typically~~ highest in the peak summer months and lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of June ~~27, 2021,~~26, 2022, December 31, ~~2020~~2021 and June ~~28, 2020,~~27, 2021, we recorded a ~~$10.8~~$13.6 million, ~~$8.7~~$5.7 million and ~~$6.7~~$10.8 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period ~~trends, including an adjustment for the impact of the COVID-19 pandemic on our customers' ability to pay based on collection rates since March 2020.~~trends. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products. Due to the effects of the COVID-19 pandemic and given the uncertainty around the timing of the reopening of our parks, we paused collections on our installment purchase plans in April 2020. For those parks which opened during the summer of 2020, we resumed collections of guest payments on installment purchase products as each of these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we resumed collections of guest payments in April 2021, except for Canada's Wonderland where we resumed collections in June 2021. All 2020 and 2021 installment plans had concluded as of December 31, 2021.

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(4) Long-Lived Assets:

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant ~~decline~~decrease in ~~expected future cash flows;~~the market price of a ~~sustained,~~long-lived asset; a significant ~~decline~~adverse change in ~~equity price and market capitalization;~~the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; ~~unanticipated competition;~~an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and ~~slower growth rates.~~a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the unaudited condensed consolidated financial statements.

As of June 26, 2022, we classified the land at California's Great America totaling $150.6 million as held for sale within the unaudited condensed consolidated balance sheet. We completed a sale of the land on June 27, 2022; see Note 11. Concurrently with the sale, we entered into a lease contract that allows us to operate the park during a six-year term with an option to extend the term for an additional five years. Upon termination of the lease, we will remove the rides and attractions from the land. As a result, during the second quarter of 2022, we changed the estimated useful lives of the remaining property and equipment at California's Great America to an approximate 5.5-year period, or through December 31, 2027. We expect this to result in an approximate $8 million increase in annual depreciation expense over the 5.5-year period. We may dispose of the remaining property and equipment at California's Great America significantly before the end of their previously estimated useful lives if the assets are not sold to a third party or transferred for an alternate use. As a result, we also tested the long-lived assets at California's Great America for impairment, which resulted in no impairment. The fair value of the long-lived assets was determined using a replacement cost approach.

We concluded no other indicators of impairment ~~did not exist~~existed during the first six months of ~~2021.~~2022 and 2021, respectively. We based our ~~conclusion~~conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. During the first quarter of 2020 and due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets for impairment. We concluded the estimated fair values of the long-lived assets at Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston (collectively "the Schlitterbahn parks") no longer exceeded the related carrying values. Therefore, we recorded a $2.7 million impairment charge equal to the difference between the fair value and the carrying amounts of the assets in "Loss on impairment / retirement of fixed assets" within the unaudited condensed consolidated statement of operations and comprehensive loss during the first quarter of 2020. The fair value of the long-lived assets was determined using a real and personal property appraisal which was performed in accordance with ASC 820 - Fair Value Measurement. Management made significant estimates in performing the impairment test, including the anticipated time frame to re-open our parks and the related anticipated demand upon re-opening our parks. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

Remaining acreage from the former WildWater Kingdom, a separately gated outdoor water park near Cleveland in Aurora, Ohio, was recorded within "Other Assets" in the unaudited condensed consolidated balance sheets ($2.1 million as

Table of ~~December 31, 2020 and $9.0 million as of June 28, 2020). All remaining acreage from this property was sold during the second quarter of 2021.~~

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(5) Goodwill and Other Intangible Assets:

Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. During the second quarter of 2022, we concluded the useful life of the trade name, California's Great America, was no longer indefinite due to the anticipated sale of the land and the eventual disposal of the remaining assets; see Note 11. As a result, we tested the California's Great America trade name totaling $0.7 million for impairment resulting in no impairment charges. The fair value of the trade name was calculated using a relief-from-royalty model. We began amortizing the trade name over an approximate 5.5-year period, or through December 31, 2027, during the second quarter of 2022.

We concluded no other indicators of impairment existed during the first six months of 2022 and 2021, ~~we concluded indicators of impairment did not exist.~~respectively. We based our ~~conclusion~~conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. During the first quarter of 2020 and due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our goodwill and indefinite-lived intangible assets for impairment. We concluded the estimated fair value of goodwill at the Schlitterbahn parks and Dorney Park reporting units, and the estimated fair value of the Schlitterbahn trade name no longer exceeded their carrying values. Therefore, we recorded a $73.6 million, $6.8 million and $7.9 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020. The impairment charges were equal to the amount by which the carrying amounts exceeded the assets' fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statement of operations and comprehensive loss.

The fair value of our reporting units was established using a combination of an income (discounted cash flow) approach and market approach. The income approach used each reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflected current market conditions. Estimated operating results were established using our best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, the anticipated time frame to re-open our parks, and the related anticipated demand upon re-opening our parks. Other significant estimates and assumptions included terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The market approach estimated fair value by applying cash flow multiples to each reporting unit's operating performance. The multiples were derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. The impairment charges recognized were for the amount by which the reporting unit's carrying amount exceeded its fair value.

Our indefinite-lived intangible assets consist of trade names. The fair value of our trade names was calculated using a relief-from-royalty model. The impairment charges recognized were for the amount by which the trade name's carrying amount exceeded its fair value.

Management made significant estimates calculating the fair value of our reporting units and trade names. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

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Changes in the carrying value of goodwill for the six months ended June ~~27, 2021~~26, 2022 and June ~~28, 2020~~27, 2021 were:


(In thousands)	Goodwill
Balance as of December 31, 2021	$	267,232

Foreign currency translation	(1,244)
Balance as of June 26, 2022	$	265,988

Balance as of December 31, 2020	$	266,961

Foreign currency translation	2,232
Balance as of June 27, 2021	$	269,193

~~Balance as of December 31, 2019~~	$	~~359,654~~
~~Impairment~~	~~(80,331)~~
~~Foreign currency translation~~	~~(3,085)~~
~~Balance as of June 28, 2020~~	$	~~276,238~~

As of June ~~27, 2021,~~26, 2022, December 31, ~~2020,~~2021, and June ~~28, 2020,~~27, 2021, other intangible assets consisted of the following:


(In thousands)	(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
June 26, 2022								June 26, 2022
Other intangible assets:								Other intangible assets:
Trade names								Trade names	$	49,238	$	—	$	49,238
License / franchise agreements								License / franchise agreements	4,295		(3,831)		464
Total other intangible assets								Total other intangible assets	$	53,533	$	(3,831)	$	49,702

December 31, 2021								December 31, 2021
Other intangible assets:								Other intangible assets:
Trade names								Trade names	$	49,515	$	—	$	49,515
License / franchise agreements								License / franchise agreements	4,262		(3,783)		479
Total other intangible assets								Total other intangible assets	$	53,777	$	(3,783)	$	49,994

June 27, 2021	June 27, 2021							June 27, 2021
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,951	$	—	$	49,951	Trade names	$	49,951	$	—	$	49,951
License / franchise agreements	License / franchise agreements	4,263		(3,463)		800		License / franchise agreements	4,263		(3,463)		800
Total other intangible assets	Total other intangible assets	$	54,214	$	(3,463)	$	50,751	Total other intangible assets	$	54,214	$	(3,463)	$	50,751

December 31, 2020
Other intangible assets:
Trade names		$	49,454	$	—	$	49,454
License / franchise agreements		4,259		(3,425)		834
Total other intangible assets		$	53,713	$	(3,425)	$	50,288

June 28, 2020
Other intangible assets:
Trade names		$	50,713	$	—	$	50,713
License / franchise agreements		4,256		(3,133)		1,123
Total other intangible assets		$	54,969	$	(3,133)	$	51,836

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(6) Long-Term Debt:

Long-term debt as of June ~~27, 2021,~~26, 2022, December 31, ~~2020,~~2021, and June ~~28, 2020~~27, 2021 consisted of the following:


(In thousands)	(In thousands)	June 27, 2021		December 31, 2020		June 28, 2020		(In thousands)	June 26, 2022		December 31, 2021		June 27, 2021

U.S. term loan averaging 1.87% YTD 2021; 2.70% in 2020; 3.08% YTD 2020 (1)		$	264,250	$	264,250	$	264,250
Revolving credit facility								Revolving credit facility	$	90,000	$	—	$	—
U.S. term loan averaging 2.19% YTD 2022; 1.85% in 2021; 1.87% YTD 2021 (1)								U.S. term loan averaging 2.19% YTD 2022; 1.85% in 2021; 1.87% YTD 2021 (1)	195,250		264,250		264,250
Notes	Notes							Notes
2024 U.S. fixed rate senior unsecured notes at 5.375%	2024 U.S. fixed rate senior unsecured notes at 5.375%	450,000		450,000		450,000		2024 U.S. fixed rate senior unsecured notes at 5.375%	—		—		450,000
2025 U.S. fixed rate senior secured notes at 5.500%	2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		1,000,000		2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		1,000,000
2027 U.S. fixed rate senior unsecured notes at 5.375%	2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000		2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000
2028 U.S. fixed rate senior unsecured notes at 6.500%	2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		0		2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		300,000
2029 U.S. fixed rate senior unsecured notes at 5.250%	2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000		2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000
		3,014,250		3,014,250		2,714,250			2,585,250		2,564,250		3,014,250

Less current portion								Less current portion	—		—		—
									2,585,250		2,564,250		3,014,250
Less debt issuance costs and original issue discount	Less debt issuance costs and original issue discount	(53,535)		(60,006)		(53,715)		Less debt issuance costs and original issue discount	(39,216)		(45,314)		(53,535)
		$	2,960,715	$	2,954,244	$	2,660,535		$	2,546,034	$	2,518,936	$	2,960,715

(1) The average interest rates do not reflect the effect of interest rate swap agreements (see Note 7).

~~Table of Contents~~

Term Debt and Revolving Credit Facilities

In April 2017, we amended and restated our ~~existing~~ credit agreement (the "2017 Credit Agreement") which includes our senior secured term loan facility and senior secured revolving credit facility. The $750 million senior secured term loan facility under the 2017 Credit Agreement matures on April 15, 2024 and, following an amendment in March 2018, bears interest at London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps). The pricing terms for the March 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (the "Second Amendment") to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. In conjunction with the Second Amendment, we prepaid $463.3 million of our outstanding senior secured term loan facility. Following the prepayment, we do not have any ~~required~~ remaining scheduled quarterly payments required on our senior secured term loan facility. During the second quarter of 2022, we made a $69.0 million payment on our outstanding senior secured term loan facility which was required pursuant to certain loan covenants. In September 2020, in response to the continuing effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement ~~(subsequently referred to as the "Third Amended 2017 Credit Agreement" or~~(the "Third Amendment") to further suspend and revise certain of the financial covenants and extend the maturity of and adjust the terms that apply to a portion of our senior secured revolving credit facility. We also amended the 2017 Credit Agreement in December 2021 to allow for the redemption of the 2024 senior notes and in February 2022 to allow for larger sale and leaseback transactions. The facilities provided under the ~~Third Amended~~ 2017 Credit Agreement, as amended, are collateralized by substantially all of the assets of the Partnership.

~~In connection with the Second Amendment, we received additional commitments under the U.S. senior secured revolving credit facility~~As of ~~$100 million bringing~~June 26, 2022, our total senior secured revolving credit facility capacity under the 2017 Credit Agreement, ~~to $375~~as amended, was $300 million with a Canadian sub-limit of $15 million. ~~Senior~~The senior secured revolving credit facility ~~borrowings following the Second Amendment bore~~bears interest at LIBOR plus ~~300~~350 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps and required the payment of a 37.5 bps commitment fee per annum on the unused portion of the revolving credit facility. The revolving credit facility was scheduled to mature in April 2022 under the Second Amendment. In September 2020, the Third Amendment extended the maturity date of $300 million of the $375 million senior secured revolving credit facility to December 2023 (which portion of the facility is subsequently referred to as the "2023 Revolving Credit Facility Capacity"). Under the Third Amendment, the 2023 Revolving Credit Facility Capacity bears interest at LIBOR plus 350 bps or CDOR plus 250 bps, ~~and~~ requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the ~~2023 Revolving Credit Facility Capacity,~~revolving credit facility, in each case without any ~~step-downs. The terms of the remaining~~step-downs, and matures in December 2023. In April 2022, $75 million ~~available under~~of the senior secured revolving credit facility ~~remain unchanged from~~capacity under the ~~Second Amendment. Prior to~~2017 Credit Agreement matured, and the ~~Second Amendment and Third Amendment, our~~outstanding borrowings were repaid. While such $75 million of senior secured revolving credit facility ~~had a combined limit~~capacity was available, borrowings under this portion of ~~$275 million with a Canadian sub-limit of $15 million and~~the revolver capacity bore interest at LIBOR plus 300 bps or CDOR plus 200 ~~bps.~~bps, and the unused portion of this revolving credit facility capacity required the payment of a 37.5 bps commitment fee per annum. The ~~Third Amended~~ 2017 Credit Agreement, as amended, also provides for the issuance of documentary and standby letters of credit. AsAfter outstanding borrowings of $90.0 million and letters of credit of $15.8 million, we had $194.2 million of available borrowings under our revolving credit facility as of June ~~27, 2021, 0 borrowings were outstanding under the revolving credit facility.~~26, 2022.

Notes

In April 2020, as a result of the anticipated effects of the COVID-19 pandemic and in connection with the Second Amendment, we issued $1.0 billion of 5.500% senior secured notes due 2025 ("2025 senior notes") in a private placement. The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. The net proceeds from the offering of the 2025 senior notes were used to repay $463.3 million of our then-outstanding senior secured term loan facility. The remaining amount ~~is to be used~~was for general corporate and working capital purposes, including fees and expenses related to the transaction.

The 2025 senior notes pay interest semi-annually in May and November, with the principal due in full on May 1, 2025. Prior to May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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In June 2014, we issued $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes"). The 2024 senior notes ~~pay~~paid interest semi-annually in June and December, with the principal due in full on June 1, 2024. ~~The~~On December 17, 2021, we redeemed all of the 2024 senior notes ~~may be redeemed, in whole or in part,~~ at ~~various prices depending~~a redemption price equal to 100.896% of the principal amount plus accrued and unpaid interest. As a result, we recognized a $5.9 million loss on early debt extinguishment during the ~~date redeemed.~~fourth quarter of 2021, inclusive of debt premium payments of $4.1 million and the write-off of debt issuance costs of $1.8 million.

In April 2017, we issued $500 million of 5.375% senior unsecured notes due 2027 ("2027 senior notes"). The 2027 senior notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. The 2027 senior notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June 2019, we issued $500 million of 5.250% senior unsecured notes due 2029 ("2029 senior notes"). The 2029 senior notes pay interest semi-annually in January and July, with the principal due in full on July 15, 2029. Prior to July 15, 2022, up to 35% of the 2029 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount of the

~~Table of Contents~~

notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In October 2020, in response to the continuing effects of the COVID-19 pandemic, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 senior notes"). The net proceeds from the offering of the 2028 senior notes ~~is to be used~~were for general corporate and working capital purposes, including fees and expenses related to the transaction. The 2028 senior notes pay interest semi-annually in April and October with the principal due in full on October 1, 2028. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

As market conditions warrant, we may from time to time repurchase our outstanding debt securities in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.

Covenants

The ~~Third Amended~~ 2017 Credit Agreement, ~~includes: (i)~~as amended, includes a Senior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA, ~~starting with the first quarter of 2022,~~ which will step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of ~~2023, with~~2023. The 2017 Credit Agreement, as amended, included an Additional Restrictions Period to provide further covenant relief during the covenant calculations for the first, second, and third quarters in 2022 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2021 ("Deemed EBITDA Quarters"); (ii) a requirement that we maintain a minimum liquidity level of at least $125 million, tested at all times, until the earlier of December 31, 2022 or the termination ofCOVID-19 pandemic. We terminated the Additional Restrictions Period ~~(which generally includes~~during the ~~period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth~~first quarter of 2022); and (iii) a suspension of certain restricted payments, including partnership distributions, under the Third Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period. We may terminate the Additional Restrictions Period prior to December 31, 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of ~~a fiscal~~the fourth quarter ~~without giving effect to Deemed EBITDA Quarters for any fiscal quarter. As~~ of ~~June 27, 2021, we~~2021. We were in compliance with the applicable financial covenants under our credit agreement during the ~~Third Amended 2017 Credit Agreement.~~six months ended June 26, 2022.

Our fixed rate note agreements include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the ~~2024~~2027 senior notes, which includes the most restrictive of these Restricted Payments provisions under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than ~~5.00x,~~5.25x, we can still make Restricted Payments of ~~$60~~$100 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to ~~5.00x,~~5.25x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was ~~greater~~less than ~~5.00x~~5.25x as of June ~~27, 2021.~~26, 2022.

(7) Derivative Financial Instruments:

Derivative financial instruments are used within our overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge exposure to LIBOR rate changes, we are exposed to counterparty credit risk, in particular the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that we believe poses minimal credit risk. We do not use derivative financial instruments for trading purposes.

We have 4 interest rate swap agreements with a notional value of $500 million that convert one-month variable rate LIBOR to a fixed rate of 2.88% through December 31, 2023. This results in a 4.63% fixed interest rate for borrowings under our senior secured term loan facility after the impact of interest rate swap agreements. As of June 28, 2020, we had 4 additional interest rate swap agreements that matured on December 31, 2020 and converted the same notional amount of one-month variable rate LIBOR to a fixed rate of 2.64%. NaN of the interest rate swap agreements are designated as hedging instruments. The fair ~~market~~ value of our swap portfolio, including the location within the unaudited condensed consolidated balance sheets, for the periods presented were as follows:

(In thousands) Balance Sheet Location June 27, 2021 December 31, 2020 June 28, 2020
Derivatives not designated as hedging instruments:
Interest Rate Swaps Other accrued liabilities $ 0 $ 0 $ (7,328)
Derivative Liability (31,690) (39,086) (37,247)
$ (31,690) $ (39,086) $ (44,575)

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(In thousands)	Balance Sheet Location	June 26, 2022		December 31, 2021		June 27, 2021
Derivatives not designated as hedging instruments:

Interest Rate Swaps	Other Assets (Derivative Liability)	$	1,855	$	(20,086)	$	(31,690)

Instruments that do not qualify for hedge accounting are adjusted to fair value each reporting period through "Net effect of swaps" within the unaudited condensed consolidated statements of operations and comprehensive ~~loss.~~income (loss).

(8) Fair Value Measurements:

The table below presents the balances of assets and liabilities measured at fair value as of June ~~27, 2021,~~26, 2022, December 31, ~~2020,~~2021, and June ~~28, 2020~~27, 2021 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited condensed consolidated balance sheets:


(In thousands)	(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	June 27, 2021				December 31, 2020				June 28, 2020				(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	June 26, 2022				December 31, 2021				June 27, 2021
				Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value					Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets (liabilities) measured on a recurring basis:	Financial assets (liabilities) measured on a recurring basis:															Financial assets (liabilities) measured on a recurring basis:
Short-term investments	Short-term investments	Other current assets	Level 1	$	361	$	361	$	280	$	280	$	156	$	156	Short-term investments	Other current assets	Level 1	$	333	$	333	$	478	$	478	$	361	$	361
Interest rate swaps	Interest rate swaps	Derivative Liability (1)	Level 2	$	(31,690)	$	(31,690)	$	(39,086)	$	(39,086)	$	(44,575)	$	(44,575)	Interest rate swaps	Other Assets (Derivative Liability)	Level 2	$	1,855	$	1,855	$	(20,086)	$	(20,086)	$	(31,690)	$	(31,690)
Other financial assets (liabilities):	Other financial assets (liabilities):															Other financial assets (liabilities):
Term debt	Term debt	Long-Term Debt (2)	Level 2	$	(264,250)	$	(258,965)	$	(264,250)	$	(253,680)	$	(264,250)	$	(252,359)	Term debt	Long-Term Debt (1)	Level 2	$	(195,250)	$	(187,928)	$	(264,250)	$	(257,644)	$	(264,250)	$	(258,965)
2024 senior notes	2024 senior notes	Long-Term Debt (2)	Level 1	$	(450,000)	$	(453,938)	$	(450,000)	$	(451,125)	$	(450,000)	$	(427,500)	2024 senior notes	Long-Term Debt (1)	Level 1	—		—		—		—		$	(450,000)	$	(453,938)
2025 senior notes	2025 senior notes	Long-Term Debt (2)	Level 2	$	(1,000,000)	$	(1,041,250)	$	(1,000,000)	$	(1,043,750)	$	(1,000,000)	$	(992,500)	2025 senior notes	Long-Term Debt (1)	Level 2	$	(1,000,000)	$	(975,000)	$	(1,000,000)	$	(1,035,000)	$	(1,000,000)	$	(1,041,250)
2027 senior notes	2027 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(516,250)	$	(500,000)	$	(507,500)	$	(500,000)	$	(465,000)	2027 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(467,500)	$	(500,000)	$	(513,750)	$	(500,000)	$	(516,250)
2028 senior notes	2028 senior notes	Long-Term Debt (2)	Level 1 (3)	$	(300,000)	$	(324,000)	$	(300,000)	$	(318,000)	0		0		2028 senior notes	Long-Term Debt (1)	Level 1	$	(300,000)	$	(288,000)	$	(300,000)	$	(319,125)	$	(300,000)	$	(324,000)
2029 senior notes	2029 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(515,000)	$	(500,000)	$	(505,625)	$	(500,000)	$	(462,500)	2029 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(446,250)	$	(500,000)	$	(513,750)	$	(500,000)	$	(515,000)

(1)~~As of June 28, 2020, $7.3 million of the fair value of our swap portfolio was classified as current and recorded in "Other accrued liabilities".~~

~~(2)~~Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of ~~$53.5~~$39.2 million, ~~$60.0~~$45.3 million and ~~$53.7~~$53.5 million as of June ~~27, 2021,~~26, 2022, December 31, ~~2020,~~2021 and ~~June 28, 2020, respectively.~~

~~(3)The 2028 senior notes were based on Level 1 inputs as of~~ June 27, 2021, ~~and Level 2 inputs as of December 31, 2020.~~respectively.

Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, which are considered Level 2 observable market inputs.

Due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets, goodwill, and indefinite-lived intangible assets for impairment during the first quarter of 2020. We concluded the estimated fair value of goodwill and long-lived assets at the Schlitterbahn parks reporting unit and the Schlitterbahn trade name, and the estimated fair value of goodwill at the Dorney Park reporting unit no longer exceeded their carrying values. Therefore, as of March 29, 2020, these assets were measured at fair value. We recorded a $2.7 million, $73.6 million and $7.9 million impairment charge to long-lived assets, goodwill and the trade name at the Schlitterbahn parks, respectively, and a $6.8 million impairment charge to goodwill at Dorney Park during the first quarter of 2020. The long-lived asset impairment charge was recorded in "Loss on impairment / retirement of fixed assets", and the goodwill and intangible asset impairment charges were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statements of operations and comprehensive loss.

The fair value determination for our long-lived assets, reporting units and indefinite-lived intangible assets included numerous assumptions based on Level 3 inputs. The fair value of our long-lived assets was determined using a real and personal property appraisal of which the principal assumptions included the principal market and market participants upon sale. The primary assumptions used to determine the fair value of our reporting units included growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, the anticipated time frame to re-open our parks, the related anticipated demand upon re-opening our parks, terminal value growth rates, future estimates of capital expenditures, changes in future capital requirements, and a weighted-average cost of capital that reflected current market conditions. The fair value of our indefinite-lived intangible assets was determined using a relief-from-royalty method of which the principal assumptions included royalty rates, growth rates in revenues, estimates of future expected changes in operating margins, the anticipated time frame to re-open our parks, the related anticipated demand upon re-opening our parks, terminal value growth rates, and a discount rate based on a weighted-average cost of capital that reflected current market conditions.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, ~~current portion of term debt,~~ accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets measured at fair value on a non-recurring basis as of June ~~27, 2021,~~26, 2022, December 31, ~~2020~~2021 or June ~~28, 2020.~~27, 2021.

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(9) ~~Loss~~Income (Loss) per Unit:

Net ~~loss~~income (loss) per limited partner unit was calculated based on the following unit amounts:


		Three months ended				Six months ended					Three months ended				Six months ended
(In thousands, except per unit amounts)	(In thousands, except per unit amounts)	June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020		(In thousands, except per unit amounts)	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Basic weighted average units outstanding	Basic weighted average units outstanding	56,622		56,494		56,588		56,455		Basic weighted average units outstanding	56,760		56,622		56,720		56,588
Effect of dilutive units:										Effect of dilutive units:
Deferred units										Deferred units	56		—		—		—

Restricted units										Restricted units	288		—		—		—
Unit options										Unit options	23		—		—		—

Diluted weighted average units outstanding	Diluted weighted average units outstanding	56,622		56,494		56,588		56,455		Diluted weighted average units outstanding	57,127		56,622		56,720		56,588
Net loss per unit - basic		$	(1.04)	$	(2.35)	$	(2.99)	$	(6.17)
Net loss per unit - diluted		$	(1.04)	$	(2.35)	$	(2.99)	$	(6.17)
Net income (loss) per unit - basic										Net income (loss) per unit - basic	$	0.89	$	(1.04)	$	(0.67)	$	(2.99)
Net income (loss) per unit - diluted										Net income (loss) per unit - diluted	$	0.89	$	(1.04)	$	(0.67)	$	(2.99)

There were approximately 0.4 ~~million and 0.3~~ million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the three months ended June 27, 2021, as their effect would have been anti-dilutive due to the net loss in the period. There were approximately 0.5 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for both of the six month periods ended June 26, 2022 and June ~~28, 2020, respectively,~~27, 2021, as their effect would have been anti-dilutive due to the net loss in each period. There were approximately 0.5 million and 0.4 million potentially dilutive units excluded for the six months ended June 27, 2021 and June 28, 2020, respectively, as their effect would have been anti-dilutive due to the net loss in each period.

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(10) Income and Partnership Taxes:

We are subject to publicly traded partnership tax (PTP tax) on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S. federal, state and local income taxes on income from our corporate subsidiaries and foreign income taxes on our foreign subsidiary. As such, the total provision (benefit) for taxes includes amounts for the PTP gross income tax and federal, state, local and foreign income taxes. Under applicable accounting rules, the total provision (benefit) for income taxes includes the amount of taxes payable for the current year and the impact of deferred tax assets and liabilities, which represents future tax consequences of events that are recognized in different periods in the financial statements than for tax purposes.

The total tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the applicable quarterly income (loss). Our consolidated estimated annual effective tax rate differs from the statutory federal income tax rate primarily due to state, local and foreign income taxes, and certain partnership level income not being subject to federal ~~tax and beneficial rate differences on loss carry backs allowed by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020.~~tax.

~~The CARES Act resulted in various changes to~~During the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80%second quarter of ~~taxable income. As a result of these changes,~~2022, we expect to recognize two benefits. First, we expect to carry back tax year 2020 losses incurred by our corporate subsidiaries, which will result in the refund of a portion of federal income taxes paid during the carryback period of approximately $78.6 million. Second, as of June 27, 2021, the annual effective tax rate included a net benefit of $6.1 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The overall benefit of the carryback of losses was decreased by $7.2 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.

~~As of June 27, 2021, $78.6~~received $77.1 million in tax refunds attributable to the net operating loss in tax year 2020 being carried back to prior years in the United ~~States, and an additional $15.3~~States. We received $11.1 million in tax refunds attributable to the net operating loss of our Canadian corporate subsidiary being carried back to prior years in Canada during the first quarter of 2022. The refunds were recorded ~~within~~as a receivable as of December 31, 2021 in "Current income tax receivable" inwithin the ~~unaudited condensed~~ consolidated balance sheet. ~~We anticipate receiving these tax refunds in the fourth quarter of 2021.~~

Additional benefits from the CARES Act included an $8.2 million deferral of the employer's share of Social Security taxes due in 50% increments in the fourth quarter of 2021 and the fourth quarter of 2022. ~~As of June 27, 2021, the~~The current portion was recorded in "Accrued salaries, wages and benefits" and the non-current portion as of June 27, 2021 was recorded in "Other Liabilities" within the unaudited condensed consolidated balance sheet.

Unrecognized tax benefits, including accrued interest and penalties, were not material in any period presented. We recognize interest and penalties related to unrecognized tax benefits as income tax expense.

(11) Subsequent Events:

At the beginning of the third quarter of 2022, on June 27, 2022, the Partnership sold the land at California's Great America for a cash purchase price of $310 million, subject to customary prorations. Concurrently with the sale of the land, we entered into a lease contract for the land that allows us to operate the park during a six year term with an option to extend the term for an additional five years. The lease is subject to early termination by the buyer with at least two years' prior notice. The annual base rent under the lease will initially be $12.2 million and will increase by 2.5% each year. Upon termination of the lease, we will close existing park operations and remove the rides and attractions from the land.

On August 3, 2022, we announced that our Board of Directors approved a unit repurchase plan authorizing the Partnership to repurchase units for an aggregate purchase price of not more than $250 million. The unit repurchase program will be subject to Rule 10b-18 of the Securities Exchange Act of 1934. Subject to applicable rules and regulations, we may repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other corporate considerations. No limit was placed on the duration of the repurchase program. The unit repurchase program does not obligate the Partnership to repurchase any minimum dollar amount or specific number of units, and the program may be modified, suspended, or discontinued at any time.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview:

We generate our revenues from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside our parks, and (3) accommodations, extra-charge products, and other revenue sources. Our principal costs and expenses, which include salaries and wages, operating supplies, maintenance ~~advertising, utilities~~ and ~~property taxes,~~advertising, are relatively fixed for a typical operating season and do not vary significantly with attendance.

Each of our properties is overseen by a general manager and operates autonomously. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a property-by-property basis.

Along with attendance and in-park per capita spending statistics, discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, ~~Regional~~Senior Vice Presidents and the general managers.

Impact of COVID-19 Pandemic

Critical Accounting Policies:

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited condensed consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed consolidated financial statements. Beyond estimates in the normal course of business, management has also made significant estimates and assumptions related to the COVID-19 pandemic to determine our liquidity requirements and estimate the impact on our business, including financial results in the near and long-term. Actual results could differ significantly from those estimates under different assumptions and conditions.

Management believes that judgment and estimates related to the following critical accounting policies could materially affect our unaudited condensed consolidated financial statements:

•Impairment of Long-Lived Assets

•Goodwill and Other Intangible Assets

•Self-Insurance Reserves

•Revenue Recognition

•Income Taxes

In the second quarter of ~~2021,~~2022, there were no changes in the above critical accounting policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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Adjusted EBITDA:

Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in ~~the Third Amended 2017 Credit Agreement~~our current and prior credit agreements. Adjusted EBITDA is not a measurement of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP. We believe that Adjusted EBITDA is a meaningful measure as it is widely used by analysts, investors and comparable companies in our industry to evaluate our operating performance on a consistent basis, as well as more easily compare our results with those of other companies in our industry. Further, management believes Adjusted EBITDA is a meaningful measure of park-level operating profitability and we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under GAAP. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Adjusted EBITDA to net ~~loss~~income (loss) for the ~~three~~three- and ~~six month~~six-month periods ended June 26, 2022, June 27, 2021 and June ~~28, 2020.~~30, 2019. Due to the effects of the COVID-19 pandemic on our 2021 results, we included comparisons to 2019 in addition to comparisons to 2021 within the Results of Operations.

Three months ended Six months ended
(In thousands) June 27, 2021 June 28, 2020 June 27, 2021 June 28, 2020
Net loss $ (58,870) $ (132,552) $ (169,286) $ (348,529)
Interest expense 46,005 36,746 90,101 63,965
Interest income (18) (76) (31) (424)
Benefit for taxes (10,608) (36,756) (26,905) (85,763)
Depreciation and amortization 33,992 54,923 35,445 60,011
EBITDA 10,501 (77,715) (70,676) (310,740)
Loss on early debt extinguishment — 1,696 4 1,696
Net effect of swaps (3,834) 1,559 (7,396) 21,338
Non-cash foreign currency (gain) loss (11,018) (12,515) (16,822) 21,688
Non-cash equity compensation expense 3,638 1,334 9,007 (3,460)
Loss on impairment / retirement of fixed assets, net 1,937 1,036 3,476 7,803
Loss on impairment of goodwill and other intangibles — — — 88,181
Other (1)
496 (54) 505 170
Adjusted EBITDA $ 1,720 $ (84,659) $ (81,902) $ (173,324)


	Three months ended						Six months ended
(In thousands)	June 26, 2022		June 27, 2021		June 30, 2019		June 26, 2022		June 27, 2021		June 30, 2019
Net income (loss)	$	50,772	$	(58,870)	$	63,298	$	(37,737)	$	(169,286)	$	(20,375)
Interest expense	40,214		46,005		22,927		78,337		90,101		43,847
Interest income	(509)		(18)		(81)		(551)		(31)		(314)
Provision (benefit) for taxes	19,373		(10,608)		14,676		223		(26,905)		(5,309)
Depreciation and amortization	49,037		33,992		55,904		58,636		35,445		69,493
EBITDA	158,887		10,501		156,724		98,908		(70,676)		87,342
Loss on early debt extinguishment	—		—		—		—		4		—
Net effect of swaps	(7,739)		(3,834)		10,779		(21,941)		(7,396)		17,158
Non-cash foreign currency loss (gain)	9,834		(11,018)		(9,481)		9,848		(16,822)		(18,145)
Non-cash equity compensation expense	8,225		3,638		3,287		11,883		9,007		5,830
Loss on impairment / retirement of fixed assets, net	1,199		1,937		682		2,747		3,476		2,106

Gain on sale of investment	—		—		—		—		(2)		(617)
Acquisition-related costs	—		—		946		—		—		946

Other (1)	147		496		124		692		507		283
Adjusted EBITDA	$	170,553	$	1,720	$	163,061	$	102,137	$	(81,902)	$	94,903

(1) Consists of certain costs as defined in our ~~Third Amended 2017 Credit Agreement~~current and prior credit agreements. These items are excluded from the calculation of Adjusted EBITDA and have included certain legal expenses and severance expenses. This balance also includes unrealized gains and losses on short-term investments.

Results of Operations:

We believe the following are key operational measures in our managerial and operational reporting, and they are used as major factors in significant operational decisions as they are primary drivers of our financial and operational performance:

Attendance is defined as the number of guest visits to our amusement parks and separately gated outdoor water parks.

In-park per capita spending is calculated as revenues generated within our amusement parks and separately gated outdoor water parks along with related ~~tolls and~~ parking revenues (in-park revenues), divided by total attendance.

Out-of-park revenues are defined as revenues from ~~resort,~~resorts, out-of-park food and retail locations, ~~marina, sponsorship,~~ online transaction fees charged to customers, sponsorships and all other out-of-park operations.

Net revenues consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (see Note 3).

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Six months ended June 26, 2022 vs. Six months ended June 27, 2021

Due to the effects of the COVID-19 pandemic, the results for the six months ended June ~~27, 2021~~26, 2022 were not directly comparable with the results for the six months ended June ~~28, 2020.~~27, 2021. The current six-month period included ~~393~~838 operating days compared with ~~a total of 129~~393 operating days for the ~~prior~~ six-month ~~period.~~

period ended June 27, 2021. In the ~~current~~prior period and due to the effects of the COVID-19 pandemic, we postponed the opening of our parks for the 2021 operating season to May 2021, when all of our properties opened on a staggered basis except our Canadian property, Canada's Wonderland. Upon opening in 2021, park operating calendars were reduced, guest reservations were required and some operating restrictions were in place. The ~~current~~2021 period also included the results from limited out-of-park attractions prior to the May 2021 opening of our ~~parks from limited~~parks. Limited out-of-park attractions ~~including~~included some of our hotel properties and a culinary festival at Knott's Berry Farm from March 5, 2021 through May 2, 2021. Net revenues from the culinary festival at Knott's Berry Farm were classified as out-of-park revenues. The 393 operating days for the six months ended June 27, 2021 exclude these limited operations at Knott's Berry Farm.

In the prior period and due to the effects of the COVID-19 pandemic, our properties closed on March 14, 2020 and remained closed for the entirety of the second quarter of 2020 with the exception of three parks that opened at the end of the quarter and limited out-of-park operations beginning June 2020. Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston reopened on June 13, 2020, and Worlds of Fun opened on June 22, 2020. Limited out-of-park attractions included some outside retail and food locations at Knott's Berry Farm and Cedar Point and limited resort operations at Cedar Point. Prior period results also included daily operations at Knott's Berry Farm and 16 operating days at the Schlitterbahn parks prior to the March 14, 2020 closure of our properties.

The following table presents key financial information for the six months ended June ~~27, 2021~~26, 2022 and June ~~28, 2020:~~27, 2021:


		Six months ended				Increase (Decrease)					Six months ended				Increase (Decrease)
		June 27, 2021		June 28, 2020		$		%			June 26, 2022		June 27, 2021		$		%
		(Amounts in thousands)									(Amounts in thousands, except per capita and operating days)
Net revenues	Net revenues	$	233,879	$	60,221	$	173,658	288.4	%	Net revenues	$	608,326	$	233,879	$	374,447	160.1	%
Operating costs and expenses	Operating costs and expenses	325,451		230,277		95,174		41.3	%	Operating costs and expenses	518,644		325,451		193,193		59.4	%
Depreciation and amortization	Depreciation and amortization	35,445		60,011		(24,566)		(40.9)	%	Depreciation and amortization	58,636		35,445		23,191		65.4	%
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	3,476		7,803		(4,327)		N/M		Loss on impairment / retirement of fixed assets, net	2,747		3,476		(729)		N/M
Loss on impairment of goodwill and other intangibles		—		88,181		(88,181)		N/M

Gain on sale of investment	Gain on sale of investment	(2)		—		(2)		N/M		Gain on sale of investment	—		(2)		2		N/M
Operating loss		$	(130,491)	$	(326,051)	$	195,560	60.0	%
Operating income (loss)										Operating income (loss)	$	28,299	$	(130,491)	$	158,790	121.7	%

Other Data:	Other Data:									Other Data:
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	(81,902)	$	(173,324)	$	91,422	52.7	%	Adjusted EBITDA (1)	$	102,137	$	(81,902)	$	184,039	224.7	%

Attendance	Attendance	3,409		974		2,435		250.0	%	Attendance	9,299		3,409		5,890		172.8	%
In-park per capita spending	In-park per capita spending	$	55.94	N/M		N/M		N/M		In-park per capita spending	$	59.42	55.94		$	3.48	6.2	%
Out-of-park revenues	Out-of-park revenues	$	50,980	$	17,654	$	33,326	188.8	%	Out-of-park revenues	$	76,114	$	50,980	$	25,134	49.3	%
Operating days										Operating days	838		393		445		113.2	%

N/M Not meaningful ~~either~~ due to the nature of the expense line-item ~~or due to minimal operations in the prior period~~

(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net ~~loss,~~income (loss), see page ~~18.~~17.

For the six months ended June ~~27, 2021,~~26, 2022, net revenues totaled ~~$233.9~~$608.3 million compared with ~~$60.2~~$233.9 million for the six months ended June ~~28, 2020.~~27, 2021. The increase in net revenues was attributable to ~~the 264~~a 445 operating day increase in the current period resulting in a ~~2.4~~5.9 million-visit increase in ~~attendance.~~attendance and a $25.1 million increase in out-of-park revenues. In-park per capita spending for the six months ended June ~~27, 2021 totaled $55.94,~~26, 2022 increased 6.2% to $59.42, which represented higher levels of guest spending ~~across all key revenue categories driven by increases~~ in ~~both pricing~~admissions and ~~volume. Out-of-park revenues for the six months ended June 27, 2021 increased $33.3 million compared with the six months ended June 28, 2020.~~food and beverage. The increase in ~~out-of-park~~net revenues ~~was attributable to revenues from the Knott's Berry Farm culinary festival in the current period, as well as the opening~~included a $1.1 million unfavorable impact of ~~our properties in May 2021. Net revenues for both six month periods were not materially impacted by~~ foreign currency exchange ~~rates.~~rates at our Canadian park.

Operating costs and expenses for the six months ended June ~~27, 2021~~26, 2022 increased to ~~$325.5~~$518.6 million from ~~$230.3~~$325.5 million for the six months ended June ~~28, 2020.~~27, 2021. This was the result of a ~~$17.5~~$34.1 million increase in cost of goods sold, a ~~$48.7~~$130.2 million increase in operating expenses and a ~~$28.9~~$29.0 million increase in SG&A ~~expense. The~~expense, all of which were largely the result of the 445 operating day increase in ~~cost of goods sold was due to~~ the increase in sales volume related to park operations that recommenced in May 2021. Of the $48.7 million increase in operating expenses, $36.2 million was attributable to an increase in seasonal labor wages. While thecurrent period. The majority of the increase in seasonal labor wages was due to the opening of our parks in May 2021 and limited operations in the first six months of 2020, there was also a meaningful increase in the seasonal labor rate which was required to recruit employees in a challenging labor market. The

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~~remaining~~$130.2 million increase in operating expenses was attributable to ~~higher full-time wages and maintenance wages largely~~the increase in operating days. Additionally, the increase in operating expenses was due to ~~prior period benefits from the U.S. Employee Retention Credit program and the Canada Emergency Wage Subsidy program, as well as~~ an increase in ~~operating supplies, particularly for live entertainment. The $28.9 million~~full-time wages primarily related to a planned increase in ~~SG&A expense was attributable to prior period declines~~head count at select parks and an increase in the anticipated payout of outstanding performance units and the value of outstanding deferred units, both of which are part of our equity-based compensation plans, current period consulting fees incurred as a result of a business optimization program, and to a lesser extent, increased advertising expense and transaction fees due to current period park openings. Operatingseasonal labor rate. The increase in operating costs and expenses ~~were not materially impacted by~~included a $0.8 million favorable impact of foreign currency exchange rates ~~in either period.~~at our Canadian park.

Depreciation and amortization expense for the six months ended June ~~27, 2021 decreased $24.6~~26, 2022 increased $23.2 million compared with the six months ended June ~~28, 2020~~27, 2021 due primarily to ~~562 fewer planned~~the 445 operating ~~days~~day increase in the ~~first six months of 2021 compared with planned operating days in the first six months of 2020.~~current period. We recognize depreciation ~~and amortization~~ expense over planned operating ~~days.~~days for the majority of our assets. The loss on impairment / retirement of fixed assets for ~~the six months ended June 27, 2021~~both periods was ~~$3.5 million compared with $7.8 million for the six months ended June 28, 2020. The current period included retirements~~due to retirement of assets in the normal course of business. The prior period included a $2.7 million impairment charge with respect to the Schlitterbahn parks' long-lived assets triggered by the anticipated negative effects of the COVID-19 pandemic during the first quarter of 2020 (see ~~Note 4~~), as well as the impairment of two specific assets during the first quarter of 2020. Similarly triggered by the anticipated negative effects of the COVID-19 pandemic, the loss on impairment of goodwill and other intangibles for the six months ended June 28, 2020 included impairment charges of $73.6 million, $6.8 million and $7.9 million attributable to goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020 (see ~~Note 5~~).

After the items above, operating income for the six months ended June 26, 2022 totaled $28.3 million compared with an operating loss of $130.5 million for the six months ended June 27, ~~2021 totaled $130.5 million compared with $326.1 million for the six months ended June 28, 2020.~~2021.

Interest expense for the six months ended June ~~27, 2021 increased $26.1~~26, 2022 decreased $11.8 million due to ~~interest incurred on~~ the ~~2025~~redemption of the 2024 senior notes ~~issued~~ in ~~April 2020 and the 2028 senior notes issued in October 2020.~~December 2021. The net effect of our swaps resulted in a benefit to earnings of ~~$7.4~~$21.9 million for the six months ended June ~~27, 2021~~26, 2022 compared with a ~~$21.3~~$7.4 million ~~charge~~benefit to earnings for the six months ended June ~~28, 2020.~~27, 2021. The difference was attributable to the change in fair ~~market~~ value ~~movements in~~of our swap portfolio. ~~We recognized a $1.7 million loss on early debt extinguishment related to our April 2020 refinancing during the first six months of 2020.~~ During the current period, we also recognized a ~~$16.9~~$9.9 million net ~~benefit~~charge to earnings for foreign currency gains and losses compared with a ~~$21.6~~$16.9 million net ~~charge to earnings~~benefit for the six months ended

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June ~~28, 2020. Both~~27, 2021. The amounts primarily represented the remeasurement of ~~the U.S.-dollar~~U.S. dollar denominated debt ~~recorded at our Canadian entity from the U.S.-dollar~~ to the ~~legal~~Canadian entity's functional currency.

During the six months ended June ~~27, 2021,~~26, 2022, a ~~benefit~~provision for taxes of ~~$26.9~~$0.2 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of ~~$85.8~~$26.9 million for the six months ended June ~~28, 2020.~~27, 2021. The ~~decrease~~difference in ~~benefit~~provision for taxes was primarily attributable to a ~~larger prior period~~lower pretax loss from our taxable subsidiaries as well as expected benefits from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of these changes, we expect to recognize two benefits. First, we expect to carry back the tax year 2020 losses incurred by our corporate subsidiaries, which will result in the refund of a portion of federal income taxes paid during the carryback period of approximately $78.6 million. Second, as of June 27, 2021, the annual effective tax rate included a net benefit of $6.1 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The overall benefit of the carryback of losses was decreased by $7.2 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.period.

After the items above, net loss for the six months ended June ~~27, 2021~~26, 2022 totaled ~~$169.3~~$37.7 million, or ~~$2.99~~$0.67 per diluted limited partner unit, compared with ~~$348.5~~a net loss of $169.3 million, or ~~$6.17~~$2.99 per diluted limited partner unit, for the six months ended June ~~28, 2020.~~27, 2021.

For the six months ended June ~~27, 2021,~~26, 2022, Adjusted EBITDA totaled $102.1 million compared with an Adjusted EBITDA loss ~~totaled~~of $81.9 ~~million compared with $173.3~~ million for the six months ended June ~~28, 2020.~~27, 2021. The ~~decrease~~increase in Adjusted EBITDA was primarily due to the 445 operating day increase in the current period and the related improvement in attendance, in-park per capita spending and out-of-park revenues offset somewhat by an increase in related expenses incurred, particularly for labor and cost of goods sold.

Six months ended June 26, 2022 vs. Six months ended June 30, 2019

As described above, the results for the six months ended June 26, 2022 were not directly comparable with the results for the six months ended June 27, 2021 due to the effects of the COVID-19 pandemic. Therefore, we included a comparison of our current period results with the six months ended June 30, 2019. While the 2019 results are more comparable to our 2022 results, the 2022 results are also not directly comparable with the 2019 results due to the acquisition of Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston ("Schlitterbahn parks") on July 1, 2019 and a four day natural calendar shift following three years of passed time. The current six-month period included 838 operating days compared with a total of 827 operating days for the six-month period ended June 30, 2019. Of the 838 current period operating days, 105 operating days were at the Schlitterbahn parks. Excluding the Schlitterbahn parks, operating days for the six months ended June 26, 2022 decreased 94 operating days compared with the six months ended June 30, 2019 due to the four day calendar shift and a planned reduction of early-season operating days at some of our properties.

The following table presents key financial information for the six months ended June 26, 2022 and June 30, 2019:


	Six months ended				Increase (Decrease)
	June 26, 2022		June 30, 2019		$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	608,326	$	503,167	$	105,159	20.9	%
Operating costs and expenses	518,644		414,880		103,764		25.0	%
Depreciation and amortization	58,636		69,493		(10,857)		(15.6)	%
Loss on impairment / retirement of fixed assets, net	2,747		2,106		641		N/M

Gain on sale of investment	—		(617)		617		N/M
Operating income	$	28,299	$	17,305	$	10,994	63.5	%

Other Data:
Adjusted EBITDA (1)	$	102,137	$	94,903	$	7,234	7.6	%

Attendance	9,299		9,675		(376)		(3.9)	%
In-park per capita spending (2)	$	59.42	$	47.09	$	12.33	26.2	%
Out-of-park revenues (2)	$	76,114	$	64,105	$	12,009	18.7	%
Operating days	838		827		11		1.3	%

N/M Not meaningful due to the nature of the expense line-item

(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income (loss), see page 17.

(2) Net revenues as disclosed within the statements of operations and comprehensive income (loss) consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements. In-park per capita spending is calculated as in-park revenues divided by total attendance. In-park revenues and concessionaire remittance totaled $455.6 million and $16.5 million, respectively, for the six months ended June 30, 2019.

For the six months ended June 26, 2022, net revenues totaled $608.3 million compared with $503.2 million for the six months ended June 30, 2019. The increase in net revenues reflected the impact of a 26% increase in in-park per capita spending to $59.42 for the six months ended June 26, 2022, a 19%, or $12.0 million, increase in out-of-park revenues, and the inclusion of the results of the Schlitterbahn parks. These increases were offset by the impact of a 4%, or 0.4 million-visit decline in attendance. The increase in in-park per capita spending was driven by higher guest spending across all key revenue categories,

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particularly admissions, food and beverage and extra-charge spending, and was driven by both increased pricing and increased transactions. The increase in out-of-park revenues was attributable to increased online transaction fees charged to customers, higher sales at Knott's Berry Farm's Marketplace, as well as revenues from the Resort at Schlitterbahn New Braunfels which was acquired in July 2019. The decline in attendance was driven by 94 fewer operating days at our legacy parks (excluding the Schlitterbahn parks), an expected slower recovery in group sales attendance, and the planned reduction of low-value ticket programs.

Operating costs and expenses for the six months ended June 26, 2022 increased $103.8 million compared with the six months ended June 30, 2019. This was the result of a $12.5 million increase in cost of goods sold, a $76.3 million increase in operating expenses and a $14.9 million increase in SG&A expense. Cost of goods sold as a percentage of food, merchandise and games revenue increased 1%. The increase in operating expenses was attributable to higher full-time wages primarily related to a planned increase in head count at select parks, an increase in seasonal labor rate, higher related employee benefits, and the inclusion of the results of the Schlitterbahn parks. The increase in SG&A expense was largely due to an increase in full-time wages, including an increase in equity-based compensation plan expense due to improved company performance, as well as an increase in transaction fees. These increases in SG&A expense were offset by a decline in advertising costs driven by a more efficient marketing program.

Depreciation and amortization expense for the six months ended June 26, 2022 decreased $10.9 million compared with the six months ended June 30, 2019 due primarily to the change in estimated useful lives of a long-lived asset at Kings Dominion and a long-lived asset at California's Great America in 2019. The loss on impairment / retirement of fixed assets for the six months ended June 26, 2022 and June 30, 2019 included retirements of assets in the normal course of business.

After the items above, operating income for the six months ended June 26, 2022 totaled $28.3 million compared with $17.3 million for the six months ended June 30, 2019.

Interest expense for the six months ended June 26, 2022 increased $34.5 million compared with the six months ended June 30, 2019 due to interest incurred on the 2025 senior notes, 2028 senior notes and 2029 senior notes offset in part by the impact of the redemption of the 2024 senior notes in December 2021. The 2025 senior notes and the 2028 senior notes were issued in 2020 as a result of the COVID-19 pandemic, and the 2029 senior notes were issued at the end of the second quarter of 2019 in coordination with the acquisition of the Schlitterbahn parks. The net effect of our swaps resulted in a benefit to earnings of $21.9 million for the six months ended June 26, 2022 compared with a $17.2 million charge to earnings for the six months ended June 30, 2019. The difference was attributable to the change in fair value of our swap portfolio. During the current period, we also recognized a $9.9 million net charge to earnings for foreign currency gains and losses compared with an $18.1 million net benefit for the six months ended June 30, 2019. The amounts primarily represented the remeasurement of U.S. dollar denominated debt to the Canadian entity's functional currency.

During the six months ended June 26, 2022, a provision for taxes of $0.2 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of $5.3 million for the six months ended June 30, 2019. The variance in provision for taxes was primarily attributable to a decrease in the pretax loss from our taxable subsidiaries.

After the items above, net loss for the six months ended June 26, 2022 totaled $37.7 million, or $0.67 per diluted limited partner unit, compared with a net loss of $20.4 million, or $0.36 per diluted limited partner unit, for the six months ended June 30, 2019.

For the six months ended June 26, 2022, Adjusted EBITDA totaled $102.1 million compared to $94.9 million for the six months ended June 30, 2019. The increase in Adjusted EBITDA was due to higher net revenues ~~generated from the opening of our parks in May 2021 offset somewhat by greater expense incurred~~ in the current ~~year due~~period attributable to ~~park openings,~~higher in-park per capita spending, increased out-of-park revenues and the inclusion of the Schlitterbahn parks, which were somewhat offset by increased costs in the current period, particularly ~~seasonal~~ labor ~~wages and costs of goods sold.~~costs.

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Three months ended June 26, 2022 vs. Three months ended June 27, 2021

Due to the effects of the COVID-19 pandemic, the results for the three months ended June ~~27, 2021~~26, 2022 were not directly comparable with the results for the three months ended June ~~28, 2020.~~27, 2021. The current three-month period included ~~393~~708 operating days compared with ~~a total of 39~~393 operating days for the ~~prior~~ three-month ~~period.~~

period ended June 27, 2021. In the ~~current~~prior period and due to the effects of the COVID-19 pandemic, we postponed the opening of our parks for the 2021 operating season to May 2021, when all of our properties opened on a staggered basis except our Canadian property, Canada's Wonderland. Upon opening in 2021, park operating calendars were reduced, guest reservations were required and some operating restrictions were in place. The ~~current~~2021 period also included the results from limited out-of-park attractions prior to the May 2021 opening of our ~~parks from limited~~parks. Limited out-of-park attractions ~~including~~included some of our hotel properties and a culinary festival at Knott's Berry Farm that ran through May 2, 2021. Net revenues from the culinary festival at Knott's Berry Farm were classified as out-of-park revenues. The 393 operating days for the three months ended June 27, 2021 exclude these limited operations at Knott's Berry Farm.

In the prior period and due to the effects of the COVID-19 pandemic, our properties were closed for the entirety of the second quarter of 2020 with the exception of three parks that opened at the end of the quarter and limited out-of-park operations beginning June 2020. Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston reopened on June 13, 2020, and Worlds of Fun opened on June 22, 2020. Limited out-of-park attractions included some outside retail and food locations at Knott's Berry Farm and Cedar Point and limited resort operations at Cedar Point.

The following table presents key financial information for the three months ended June ~~27, 2021~~26, 2022 and June ~~28, 2020:~~27, 2021:


		Three months ended				Increase (Decrease)					Three months ended				Increase (Decrease)
		June 27, 2021		June 28, 2020		$		%			June 26, 2022		June 27, 2021		$		%
		(Amounts in thousands)									(Amounts in thousands, except per capita and operating days)
Net revenues	Net revenues	$	224,137	$	6,586	$	217,551	N/M		Net revenues	$	509,491	$	224,137	$	285,354	127.3	%
Operating costs and expenses	Operating costs and expenses	226,641		92,715		133,926		144.4	%	Operating costs and expenses	347,184		226,641		120,543		53.2	%
Depreciation and amortization	Depreciation and amortization	33,992		54,923		(20,931)		(38.1)	%	Depreciation and amortization	49,037		33,992		15,045		44.3	%
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	1,937		1,036		901		N/M		Loss on impairment / retirement of fixed assets, net	1,199		1,937		(738)		N/M

Operating loss		$	(38,433)	$	(142,088)	$	103,655	73.0	%
Operating income (loss)										Operating income (loss)	$	112,071	$	(38,433)	$	150,504	N/M

Other Data:	Other Data:									Other Data:
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	1,720	$	(84,659)	$	86,379	102.0	%	Adjusted EBITDA (1)	$	170,553	$	1,720	$	168,833	N/M

Attendance	Attendance	3,409		38		3,371		N/M		Attendance	7,846		3,409		4,437		130.2	%
In-park per capita spending	In-park per capita spending	$	55.94	N/M		N/M		N/M		In-park per capita spending	$	59.52	55.94		$	3.58	6.4	%
Out-of-park revenues	Out-of-park revenues	$	40,833	$	5,563	$	35,270	N/M		Out-of-park revenues	$	59,622	$	40,833	$	18,789	46.0	%
Operating days										Operating days	708		393		315		80.2	%

N/M Not meaningful either due to the nature of the expense line-item or due to minimal operations in the prior period

(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income (loss), see page 17.

For the three months ended June 26, 2022, net revenues totaled $509.5 million compared with $224.1 million for the three months ended June 27, 2021. The increase in net revenues was attributable to a 315 operating day increase in the current period resulting in a 4.4 million-visit increase in attendance and an $18.8 million increase in out-of-park revenues. In-park per capita spending for the three months ended June 26, 2022 increased 6.4% to $59.52, which represented higher levels of guest spending in admissions and food and beverage. The increase in net revenues included a $1.6 million unfavorable impact of foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the three months ended June 26, 2022 increased to $347.2 million from $226.6 million for the three months ended June 27, 2021. This was the result of a $25.5 million increase in cost of goods sold, a $76.5 million increase in operating expenses and an $18.5 million increase in SG&A expense, all of which were largely the result of the 315 operating day increase in the current period. The majority of the increases in operating expenses and SG&A expenses was attributable to the increase in operating days. Additionally, the increase in operating expenses was due to an increase in seasonal labor rate and an increase in full-time wages primarily related to a planned increase in head count at select parks. In addition, the increase in SG&A expense was also attributable to an increase in equity-based compensation plan expense due to improved company performance. The increase in operating costs and expenses included a $0.9 million favorable impact of foreign currency exchange rates at our Canadian park.

Depreciation and amortization expense for the three months ended June 26, 2022 increased $15.0 million compared with the three months ended June 27, 2021 due primarily to the 315 operating day increase in the current period. We recognize depreciation expense over planned operating days for the majority of our assets. The loss on impairment / retirement of fixed assets for both periods was due to retirement of assets in the normal course of business.

After the items above, operating income for the three months ended June 26, 2022 totaled $112.1 million compared with an operating loss of $38.4 million for the three months ended June 27, 2021.

Interest expense for the three months ended June 26, 2022 decreased $5.8 million due to the redemption of the 2024 senior notes in December 2021. The net effect of our swaps resulted in a benefit to earnings of $7.7 million for the three months ended June 26, 2022 compared with a $3.8 million benefit to earnings for the three months ended June 27, 2021. The difference was

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attributable to the change in fair value of our swap portfolio. During the current period, we also recognized a $9.8 million net charge to earnings for foreign currency gains and losses compared with an $11.1 million net benefit for the three months ended June 27, 2021. The amounts primarily represented the remeasurement of U.S. dollar denominated debt to the Canadian entity's functional currency.

During the three months ended June 26, 2022, a provision for taxes of $19.4 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of $10.6 million for the three months ended June 27, 2021. The difference in provision for taxes was primarily attributable to an increase in pretax income from our taxable subsidiaries in the current period.

After the items above, net income for the three months ended June 26, 2022 totaled $50.8 million, or $0.89 per diluted limited partner unit, compared with a net loss of $58.9 million, or $1.04 per diluted limited partner unit, for the three months ended June 27, 2021.

For the three months ended June 26, 2022, Adjusted EBITDA totaled $170.6 million compared with $1.7 million for the three months ended June 27, 2021. The increase in Adjusted EBITDA was primarily due to the 315 operating day increase in the current period and the related improvement in attendance, in-park per capita spending and out-of-park revenues offset somewhat by an increase in related expenses incurred, particularly for labor and cost of goods sold.

Three months ended June 26, 2022 vs. Three months ended June 30, 2019

As described above, the results for the three months ended June 26, 2022 were not directly comparable with the results for the three months ended June 27, 2021 due to the effects of the COVID-19 pandemic. Therefore, we included a comparison of our current period results with the three months ended June 30, 2019. While the 2019 results are more comparable to our 2022 results, the 2022 results are also not directly comparable with the 2019 results due to the acquisition of the Schlitterbahn parks on July 1, 2019 and a four day natural calendar shift following three years of passed time. The current three-month period included 708 operating days compared with a total of 726 operating days for the three period ended June 30, 2019. Of the 708 current period operating days, 96 operating days were at the Schlitterbahn parks. Excluding the Schlitterbahn parks, operating days for the three months ended June 26, 2022 decreased 114 operating days compared with the three months ended June 30, 2019 due to the four day calendar shift and a planned reduction of early-season operating days at some of our properties.

The following table presents key financial information for the three months ended June 26, 2022 and June 30, 2019:


	Three months ended				Increase (Decrease)
	June 26, 2022		June 30, 2019		$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	509,491	$	436,190	$	73,301	16.8	%
Operating costs and expenses	347,184		277,360		69,824		25.2	%
Depreciation and amortization	49,037		55,904		(6,867)		(12.3)	%
Loss on impairment / retirement of fixed assets, net	1,199		682		517		N/M


Operating income	$	112,071	$	102,244	$	9,827	9.6	%

Other Data:
Adjusted EBITDA (1)	$	170,553	$	163,061	$	7,492	4.6	%

Attendance	7,846		8,500		(654)		(7.7)	%
In-park per capita spending (2)	$	59.52	$	47.22	$	12.30	26.0	%
Out-of-park revenues (2)	$	59,622	$	49,344	$	10,278	20.8	%
Operating days	708		726		(18)		(2.5)	%

N/M Not meaningful due to the nature of the expense line-item

(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net ~~loss,~~income (loss), see page ~~18.~~17.

For the three months ended June 27, 2021, net revenues totaled $224.1 million compared with $6.6 million for the three months ended June 28, 2020. The increase in net revenues was attributable to the 354 operating day increase in the current period resulting in a 3.4 million-visit increase in attendance. In-park per capita spending totaled $55.94 for the three months ended June 27, 2021, which represented higher levels of guest spending across all key revenue categories driven by increases in both pricing and volume. Out-of-park revenues for the three months ended June 27, 2021 increased $35.3 million compared with the three months ended June 28, 2020. The increase in out-of-park revenues was attributable to the opening of our properties in May 2021, as well as revenues from the Knott's Berry Farm culinary festival in the current period. Net revenues for both three month periods were not materially impacted by foreign currency exchange rates.

Operating costs and expenses for the three months ended June 27, 2021 increased to $226.6 million from $92.7 million for the three months ended June 28, 2020. This was the result of a $21.6 million increase in cost of goods sold, an $89.0 million increase in operating expenses and a $23.3 million increase in SG&A expense. The increase in cost of goods sold was due to the increase in sales volume related to park operations that recommenced in May 2021. Of the $89.0 million increase in operating expenses, $49.0 million was attributable to an increase in seasonal labor wages. While the majority of the increase in seasonal labor wages was due to the opening of our parks in May 2021 and limited operations in the second quarter of 2020, there was also a meaningful increase in the seasonal labor rate which was required to recruit employees in a challenging labor market. The remaining increase in operating expenses was attributable to higher full-time wages and maintenance wages largely due to prior period benefits from the U.S. Employee Retention Credit program and the Canada Emergency Wage Subsidy program, as well as an increase in operating supplies, particularly for live entertainment and personnel, and maintenance supplies due to a shift in the timing of current period park openings. The $23.3 million increase in SG&A expense was attributable to increased transaction fees and advertising expense due to current period park openings, higher full-time wages

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attributable to equity compensation and prior period executive salary reductions, as well as consulting fees incurred as a result of a business optimization program. Operating costs and expenses were not materially impacted by foreign currency exchange rates in either period.

Depreciation and amortization expense for the three months ended June 27, 2021 decreased $20.9 million compared with the three months ended June 28, 2020 due to 433 fewer planned operating days in the second quarter of 2021 compared with planned operating days in the second quarter of 2020. We recognize depreciation and amortization expense over planned operating days. The loss on impairment / retirement of fixed assets for the three months ended June 27, 2021 was comparable with the results from the three months ended June 28, 2020 and was due to retirements of assets in the normal course of business.

~~After the items above, operating loss for the three months ended June 27, 2021 totaled $38.4 million compared with $142.1 million for the three months ended June 28, 2020.~~

Interest expense for the three months ended June 27, 2021 increased $9.3 million due to interest incurred on the 2028 senior notes issued in October 2020 and 2025 senior notes issued in April 2020. The net effect of our swaps resulted in a benefit to earnings of $3.8 million for the three months ended June 27, 2021 compared with a $1.6 million charge to earnings for the three months ended June 28, 2020. The difference was attributable to the change in fair market value movements in our swap portfolio. We recognized a $1.7 million loss on early debt extinguishment related to our April 2020 refinancing during the three months ended June 28, 2020. During the second quarter of 2021, we also recognized an $11.1 million net benefit to earnings for foreign currency gains and losses compared with a $12.7 million net benefit to earnings for the three months ended June 28, 2020. Both amounts primarily represented remeasurement of the U.S.-dollar denominated debt recorded at our Canadian entity from the U.S.-dollar to the legal entity's functional currency.

During the three months ended June 27, 2021, a benefit for taxes of $10.6 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of $36.8 million for the three months ended June 28, 2020. The decrease in benefit for taxes was attributable to a larger prior period pretax loss from our taxable subsidiaries, as well as expected benefits from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of these changes, we expect to recognize two benefits. First, we expect to carry back the tax year 2020 losses incurred by our corporate subsidiaries, which will result in the refund of a portion of federal income taxes paid during the carryback period of approximately $78.6 million. Second, as of June 27, 2021, the annual effective tax rate included a net benefit of $6.1 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The overall benefit of the carryback of losses was decreased by $7.2 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.

After the items above, net loss for the three months ended June 27, 2021 totaled $58.9 million, or $1.04 per diluted limited partner unit, compared with $132.6 million, or $2.35 per diluted limited partner unit, for the three months ended June 28, 2020.

For the three months ended June 27, 2021, Adjusted EBITDA totaled $1.7 million compared with Adjusted EBITDA loss of $84.7 million for the three months ended June 28, 2020. The increase in Adjusted EBITDA was due to net revenues generated from the opening of our parks in May 2021 offset somewhat by greater expense incurred in the current year due to park openings, particularly seasonal labor wages and costs of goods sold.

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~~Supplemental Comparison to 2019~~

As described above, the results for the three- and six-month periods ended June 27, 2021 were not directly comparable with the results for the three- and six-month periods ended June 28, 2020 due to the closure of our properties in 2020, beginning March 14, 2020, in response to the spread of the COVID-19 pandemic compared with the opening of our properties in May 2021. The results for the three- and six-month periods ended June 27, 2021 were also not directly comparable with the three- and six-month periods ended June 30, 2019 due to the postponed opening of our parks for the 2021 operating season until May 2021, as well as operating restrictions in place upon opening in 2021, compared with a typical operating season in 2019. The following table presents key operational measures for the three and six months ended June 27, 2021 and June 30, 2019:

Three months ended Increase (Decrease) Six months ended Increase (Decrease)
June 27, 2021 June 30, 2019 $ % June 27, 2021 June 30, 2019 $ %
(Amounts in thousands, except in-park per capita spending and operating days)
Attendance 3,409 8,500 (5,091) (59.9) % 3,409 9,675 (6,266) (64.8) %
In-park per capita spending (1) $ 55.94 $ 47.22 $ 8.72 18.5 % $ 55.94 $ 47.09 $ 8.85 18.8 %
Out-of-park revenues (1) $ 40,833 $ 49,344 $ (8,511) (17.2) % $ 50,980 $ 64,105 $ (13,125) (20.5) %
Operating Days 393 726 (333) (45.9) % 393 827 (434) (52.5) %

~~(1)~~(2) Net revenues as disclosed within the statements of operations and comprehensive income (loss) consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements. In-park per capita spending is calculated as in-park revenues divided by total attendance. In-park revenues and concessionaire remittance totaled $401.4 million and $14.5 million, respectively, for the three months ended June 30, 2019. ~~In-park~~

For the three months ended June 26, 2022, net revenues ~~and concessionaire remittance~~ totaled ~~$455.6~~$509.5 million ~~and $16.5~~compared with $436.2 million ~~respectively,~~ for the ~~six~~three months ended June 30, 2019.

~~In order to provide~~ The increase in net revenues reflected the impact of a more meaningful comparison of our key operational measures, we have provided comparable same-day statistics for attendance and in-park per capita spending. These supplemental comparisons are being used by management for operational decisions, including decisions related to future park operating calendars and pricing. We believe that these supplemental key operational measures provide a more meaningful measure of current demand and guest spending trends due to the material variances26% increase in ~~operating days between years.~~

~~For attendance and~~ in-park per capita spending to $59.52 for the ~~comparable same-day statistics compare~~three months ended June 26, 2022, a 21%, or $10.3 million, increase in out-of-park revenues, and the inclusion of the results from 323 operating days for the three- and six-month periods ended June 27, 2021 with the comparable 323 operating days for the three- and six-month periods ended June 30, 2019. The 323 operating days for the three- and six-month periods ended June 27, 2021 included the 393 total operating days for the current periods less 70 operating days fromof the Schlitterbahn ~~parks which~~parks. These increases were ~~acquired on July 1, 2019. No adjustments otherwise were made to the daily data from either period, including no adjustments to reflect~~offset by the impact of an 8%, or 0.7 million-visit decline

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in attendance. The increase in in-park per capita spending was driven by higher guest spending across all key revenue categories, particularly admissions, food and beverage and extra-charge spending, and was driven by both increased pricing and increased transactions. The increase in out-of-park revenues was attributable to increased online transaction fees charged to customers, revenues from the Resort at Schlitterbahn New Braunfels which was acquired in July 2019, and increased revenues at our Cedar Point resort properties. The decline in attendance was driven by 114 fewer operating ~~hours within an operating day or operating restrictions in place in 2021.~~

~~Attendance for~~days at our legacy parks (excluding the three and six months ended June 27, 2021 represented approximately 70% of attendance for the first three and six months of 2019 on a comparable same-day basis driven by general admission and season pass attendance and offset bySchlitterbahn parks), an expected slower recovery in group sales ~~attendance. In-park per capita spending~~attendance, and the planned reduction of low-value ticket programs.

Operating costs and expenses for the three ~~and six~~ months ended June ~~27, 2021 represented approximately 115%~~26, 2022 increased $69.8 million compared with the three months ended June 30, 2019. This was the result of ~~in-park per capita spending for the first three~~a $9.4 million increase in cost of goods sold, a $54.6 million increase in operating expenses and ~~six months~~a $5.8 million increase in SG&A expense. Cost of ~~2019 on~~goods sold as a ~~comparable same-day basis (2)~~percentage of food, merchandise and games revenue increased 1%. The increase in ~~in-park per capita spending on a comparable same-day basis~~operating expenses was largely attributable to an increase in seasonal labor rate, higher full-time wages primarily related to a planned increase in head count at select parks, and the inclusion of the results of the Schlitterbahn parks. The increase in SG&A expense was primarily due to an increase in full-time wages, including an increase in equity-based compensation plan expense due to improved company performance, as well as an increase in transaction fees. These increases in ~~all spending categories, particularly extra-charge attractions, including front-of-line FastLane products, and food, merchandise and games spending.~~SG&A expense were offset by a decline in advertising costs driven by a more efficient marketing program.

~~Due to the nature of out-of-park revenues, we are not able to produce comparable same-day statistics. Out-of-park revenues~~Depreciation and amortization expense for the three ~~and six~~ months ended June ~~27, 2021 represented approximately 80%~~26, 2022 decreased $6.9 million compared with the three months ended June 30, 2019 due primarily to the full depreciation of ~~out-of-park revenues~~15-year useful lived property and equipment from our 2006 acquisition. The loss on impairment / retirement of fixed assets for the ~~first~~ three months ended June 26, 2022 and ~~six months~~June 30, 2019 included retirements of 2019. The decrease in out-of-park revenues was attributable to the delayed opening of our parks in 2021 until May 2021 which was somewhat offset by revenues from the Knott's Berry Farm culinary festivalassets in the ~~current period.~~normal course of business.

~~All~~After the items above, operating income for the three ~~key operating measures~~months ended June 26, 2022 totaled $112.1 million compared with $102.2 million for the three months ended June 30, 2019.

Interest expense for the three months ended June 26, 2022 increased ~~from~~$17.3 million compared with the ~~initial opening~~three months ended June 30, 2019 due to interest incurred on the 2025 senior notes, 2028 senior notes and 2029 senior notes offset in part by the impact of ~~our parks~~the redemption of the 2024 senior notes in ~~May 2021 through~~December 2021. The 2025 senior notes and the 2028 senior notes were issued in 2020 as a result of the COVID-19 pandemic, and the 2029 senior notes were issued at the end of the second quarter of ~~2021.~~

~~(2) On~~2019 in coordination with the acquisition of the Schlitterbahn parks. The net effect of our swaps resulted in a ~~comparable same-day basis, we excluded $15.4~~benefit to earnings of $7.7 million ~~of in-park revenues and 0.3 million visits~~ for the three ~~and six~~ months ended June ~~27, 2021~~26, 2022 compared with a $10.8 million charge to ~~exclude the results of the Schlitterbahn parks which were acquired on July 1, 2019. We also excluded $185.2 million of in-park revenues and 4.1 million visits~~earnings for the three months ended June 30, ~~2019~~2019. The difference was attributable to ~~exclude~~ the ~~results~~change in fair value of ~~2019 operating days without equivalent 2021 operating days. Lastly,~~our swap portfolio. During the current period, we ~~excluded $239.5~~also recognized a $9.8 million ~~of in-park revenues~~net charge to earnings for foreign currency gains and ~~5.3~~losses compared with a $9.5 million ~~visits~~net benefit for the ~~six~~three months ended June 30, ~~2019~~2019. The amounts primarily represented the remeasurement of U.S. dollar denominated debt to ~~exclude~~the Canadian entity's functional currency.

During the three months ended June 26, 2022, a provision for taxes of $19.4 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with $14.7 million for the three months ended June 30, 2019. The increase in provision for taxes was attributable to an increase in pretax income from our taxable subsidiaries.

After the items above, net income for the three months ended June 26, 2022 totaled $50.8 million, or $0.89 per diluted limited partner unit, compared with $63.3 million, or $1.11 per diluted limited partner unit, for the three months ended June 30, 2019.

For the three months ended June 26, 2022, Adjusted EBITDA totaled $170.6 million compared to $163.1 million for the three months ended June 30, 2019. The increase in Adjusted EBITDA was due to higher net revenues in the current period attributable to higher in-park per capita spending, increased out-of-park revenues and the inclusion of the Schlitterbahn parks, which were somewhat offset by increased costs in the current period, particularly labor costs.

July Update

Due to the effects of the COVID-19 pandemic, we postponed the opening of our parks for the 2021 operating season to May 2021. Therefore, we compared the results offor the seven months ended July 31, 2022 to the seven months ended August 4, 2019. For the seven months ended July 31, 2022, preliminary net revenues totaled approximately $1.03 billion and increased 17%, or $152 million, compared with the seven months ended August 4, 2019. Based on preliminary results for the seven months ended July 31, 2022, attendance totaled 15.4 million visits, down 6% from 2019, in-park per capita spending was $60.76, up 25% from 2019, and out-of-park revenues totaled $125 million, up 19% from 2019. Operating days for the seven month periods in 2022 and 2019 totaled 1,362 operating days ~~without equivalent 2021~~and 1,352 operating ~~days.~~

days, respectively. Excluding the Schlitterbahn parks, there were 94 fewer operating days in the current period due to a four day calendar shift and a planned reduction of early-season operating days at some of our properties.

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~~July Update~~

Preliminary net revenues for the seven months ended August 1, 2021 were approximately $587 million. Attendance totaled 8.6 million guests, in-park per capita spending was $59.57, and out-of-park revenues totaled $91 million. Given the effects of the COVID-19 pandemic and suspension of park operations in 2020, we compared the results for the five weeks ended August 1, 2021 with the results for the five weeks ended August 4, 2019. Attendance for the five weeks ended August 1, 2021 totaled 5.2 million visits, a 23% decrease compared with the five weeks ended August 4, 2019. Attendance for the current five-week period represented approximately 85% of the attendance for the five week period ended August 4, 2019 on a comparable same-day basis, which excludes 0.5 million visits for the five weeks ended August 4, 2019 to exclude the results of 2019 operating days without equivalent 2021 operating days. In-park per capita spending was $61.93, a 22% increase compared with the five week period ended August 4, 2019. Out-of-park revenues for the five weeks ended August 1, 2021 were comparable to the results for the five weeks ended August 4, 2019.

Liquidity and Capital Resources:

Our principal sources of liquidity ~~typically~~ include cash from operating activities, funding from our long-term debt obligations and existing cash on hand. Due to the seasonality of our business, we typically fund pre-opening operations with revolving credit borrowings. Revolving credit borrowings are typically reduced with our positive cash flow during the seasonal operating period. Our primary uses of liquidity ~~typically~~ include operating expenses, partnership distributions, capital expenditures, interest payments and income tax obligations.

~~Due~~We expect to ~~the negative effects of the COVID-19 pandemic, we took steps in 2020 to secure additional~~fund our 2022 liquidity needs with cash from operating activities and ~~to obtain relief~~borrowings from ~~certain financial covenants including issuing $1.3 billion of senior notes, amending~~ our ~~term debt and~~ revolving credit agreement, reducing operating expenses, including labor costs, suspending capital expenditures, and suspending quarterly partnership distributions. Due to limited open operations, our 2020 and first quarter 2021 liquidity needs were funded from cash on hand from the recently issued senior notes. We began to generate positive cash flows from operations during the second quarter of 2021.facility. As of June ~~27, 2021,~~26, 2022, we had cash on hand of ~~$292.6~~$124.9 million and ~~$359.1~~$194.2 million of available borrowings under our revolving credit facility. Based on this level of liquidity, we ~~have~~ concluded that we will have sufficient liquidity to satisfy our obligations ~~and remain in compliance with our debt covenants~~ at least through the third quarter of ~~2022.~~2023. Due to limited open operations in early 2021 and in response to the negative effects of the COVID-19 pandemic, our first quarter 2021 liquidity needs were funded from cash on hand from senior notes issued in 2020. We began generating positive cash flows from operations during the second quarter of 2021.

~~As restrictions to mitigate the spread of COVID-19 are lifted and our properties are able to resume full operations, management is~~Management has been focused on driving profitable and sustainable growth in the business, ~~as well as~~ reducing the ~~Company's leverage. We recently commenced a business optimization program as part~~Partnership's outstanding debt, reinstating the quarterly Partnership distribution, and accelerating the return of our long-range strategic plan. Efforts include capturing cost efficiencies and driving incremental revenues through data-driven decision making, as well as enhancements to the guest experience to meet changing consumer behaviors and preferences. The program focuses on reductions in fixed costs that are independent of attendance levels, as well as incremental revenue opportunities and variable cost savings. Also, in the long term, management anticipates returning to historical annual capital expenditure investments of 9-10% of revenues under normal operating conditions. Management is also committed to reinstituting quarterly partnership distributions when it is appropriate to do so and it is permissible under the Third Amended 2017 Credit Agreement and our other debt covenants.

For the 2021 operating season, capital investments will again be less than pre-COVID historical levels, as many new rides and attractions originally planned for the 2020 operating season were introduced to our ~~guests in 2021. For 2021, we~~unitholders. We expect to invest between ~~$75~~$200 million and ~~$100~~$215 million in total capital expenditures roughly equally split between the completion of select unfinished projects from 2020, including the renovation of some of our resort properties, essential compliance and infrastructure requirements, and the start of projects planned for the 2022 operating ~~season. We may invest in additional capital expenditures over~~season, which includes the completion of several resort renovation projects, investments to expand our park offerings and develop new revenue centers, and technology enhancements, such as cashless parks, touch-free transactions and labor management tools. In December 2021, ~~operating season as conditions permit. For~~we made progress towards our goal of reducing our outstanding debt by redeeming $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes"). In addition, we made a $69.0 million payment on our outstanding senior secured term loan facility during the second quarter of 2022. On August 3, 2022, we ~~expect~~announced the declaration of a distribution of $0.30 per limited partner unit, which will be payable on September 15, 2022. This represents the first partnership distribution since March 2020. Lastly, on August 3, 2022, we also announced that our Board of Directors approved a unit repurchase plan authorizing the Partnership to ~~invest between $175 million~~repurchase units for an aggregate purchase price of not more than $250 million. The unit repurchase program will be subject to Rule 10b-18 of the Securities Exchange Act of 1934. Subject to applicable rules and ~~$200 million~~regulations, we may repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including liquidity, capital ~~expenditures. Due~~needs of the business, market conditions, regulatory requirements, and other corporate considerations. No limit was placed on the duration of the repurchase program. The unit repurchase program does not obligate the Partnership to repurchase any minimum dollar amount or specific number of units, and the ~~issuance of $1.3 billion of senior notes in 2020, we~~program may be modified, suspended, or discontinued at any time.

We anticipate ~~$175~~$150 million in annual cash interest ~~in 2021~~for 2022 of which ~~80%~~75% of the payments occur in the second and fourth ~~quarter. We are expecting to receive $78.6~~quarters. In the second quarter of 2022, we received $77.1 million in tax refunds attributable to the tax year 2020 net operating loss being carried back to prior years in the United ~~States and an additional $15.3~~States. We received $11.1 million in tax refunds attributable to net operating losses being carried back to prior years in ~~Canada. We anticipate receiving these tax refunds in~~Canada during the ~~fourth~~first quarter of ~~2021. Also, in 2021,~~2022. In 2022, we anticipate cash payments for income taxes to range from $5$40 million to ~~$10~~$55 million, exclusive of these tax refunds. ~~We anticipate funding our remaining 2021 liquidity needs from cash on hand and cash from operating activities.~~

~~Working Capital~~

InAs of June 26, 2022, deferred revenue totaled $306.7 million, including non-current deferred revenue. This represented an increase of $72.6 million since March 27, 2022. The increase in deferred revenue was largely attributable to sales of season-long products for admission, dining, beverage and other products, as well as sales of advanced admission, single day products and resort bookings, as the ~~prior year quarterly period ended June 28, 2020, we estimated that some~~parks head into the most significant months of ~~our parks would remain closed throughout 2020 and some of our parks that had been able to open would be compelled to close~~operation for the ~~2020~~2022 operating season earlier than the park's typical operating calendar due to the effects of the COVID-19 pandemic. Furthermore, during the second quarter of 2020, we paused collections of guest payments on installment purchase products and extended the usage privileges of 2020 season passes through the 2021 operating season. As a result, we estimated the following working capital amounts would be realized greater than 12 months from the balance sheet date, and these amounts were classified as non-current within the prior year quarterly period unaudited condensed consolidated balance sheet:

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~~(In thousands)~~
~~Working Capital Account~~	~~Balance Sheet Location~~	~~June 28, 2020~~
~~Receivables~~	~~Other Assets~~	$	~~8,663~~
~~Inventories~~	~~Other Assets~~	~~9,159~~
~~Other current assets~~	~~Other Assets~~	~~763~~
		$	~~18,585~~

~~Deferred revenue~~	~~Non-Current Deferred Revenue~~	$	~~88,579~~

~~In the current year quarterly period ended~~On June 27, ~~2021, all~~2022, the Partnership sold the land at California's Great America for a cash purchase price of ~~our properties were open except for our Canadian property, Canada's Wonderland, which opened in July 2021. Therefore, we expect outstanding working capital amounts~~$310 million, subject to customary prorations. The proceeds are to be ~~realized within 12 months from~~used to accelerate progress on the June 27, 2021 balance sheet date, including accounts receivable related to outstanding installment purchase products and deferred revenue related to outstanding season passes, with the exception of $5.8 million of deferred revenue expected to be realized greater than 12 months from the balance sheet date due to the extension of validity for Canada's Wonderland season passes (seestrategic priorities described above; see Note 311).

Operating Activities

Net cash ~~for~~from operating activities for the first six months of ~~2021~~2022 totaled ~~$53.0~~$146.2 million, ~~a decrease~~an increase of ~~$166.7~~$199.2 million compared with net cash for operating activities for the same period in the prior year. The ~~decrease~~increase in net cash ~~for~~from operating activities was ~~largely~~primarily attributable to the delayed opening of ~~all of~~ our ~~U.S. properties~~parks in the prior period to May 2021 ~~including~~resulting in less cash ~~received from advance sales~~generated in the first six months of ~~season passes and other products.~~2021.

Investing Activities

Net cash for investing activities for the first six months of ~~2021~~2022 totaled ~~$24.1~~$95.8 million, ~~a decrease~~an increase of ~~$76.6~~$71.7 million compared with the same period in the prior year. The ~~decrease~~increase in net cash for investing activities was due to a planned reduction in capital spending for ~~2021.~~2021 to retain liquidity following the impacts of the COVID-19 pandemic.

Financing Activities

Net cash ~~for~~from financing activities for the first six months of ~~2021~~2022 totaled ~~$6.1~~$13.9 million, ~~a decrease~~an increase of ~~$448.0~~$20.0 million compared with net cash ~~from~~for financing activities for the same period in the prior year. The ~~decrease~~variance was attributable to ~~net cash proceeds from the April 2020 refinancing~~$90 million of borrowings on our revolving credit facility offset by a $69 million payment of term debt in the ~~prior period, including the issuance of the 2025~~current period. We utilized cash on hand from senior notes ~~and prepayment of a portion of~~issued in 2020 to fund our ~~term debt, somewhat offset by~~operations in the first ~~quarter 2020 partnership distribution.~~six months of 2021.

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Contractual Obligations

As of June ~~27, 2021,~~26, 2022, our primary contractual obligations consisted of outstanding long-term debt agreements and related derivative agreements. Before reduction for debt issuance costs and original issue discount, our long-term debt agreements consisted of the following:

•$~~264~~195 million of senior secured term debt, maturing in April 2024 under ~~our Third Amended~~the 2017 Credit ~~Agreement.~~Agreement, as amended. The term debt bears interest at London InterBank Offering Rate ("LIBOR") plus 175 basis points (bps), under amendments we entered into on March 14, 2018. The pricing terms for the 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). Following a $463.3 million prepayment during the second quarter of 2020, we do not have any ~~required~~ remaining quarterly ~~payments. Therefore,~~payments required. During the second quarter of 2022, we made a $69.0 million payment on our outstanding senior secured term loan facility which was required pursuant to certain loan covenants. We had no current maturities as of June ~~27, 2021.~~26, 2022.

•$1.0 billion of 5.500% senior secured notes, maturing in May 2025, issued at par. The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. Prior to May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2025 senior notes pay interest semi-annually in May and November.

•$450 million of 5.375% senior unsecured notes, maturing in June 2024, issued at par. The 2024 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2024 senior notes pay interest semi-annually in June and December.

•$500 million of 5.375% senior unsecured notes, maturing in April 2027, issued at par. The 2027 senior notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium, together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2027 senior notes pay interest semi-annually in April and October.

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•$300 million of 6.500% senior unsecured notes, maturing in October 2028, issued at par. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2028 senior notes pay interest semi-annually in April and October.

•$500 million of 5.250% senior unsecured notes, maturing in July 2029, issued at par. Prior to July 15, 2022, up to 35% of the 2029 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2029 senior notes pay interest semi-annually in January and July.

•No$90 million of borrowings under the ~~$375~~$300 million senior secured revolving credit facility under our ~~Third Amended 2017 Credit Agreement~~current credit agreement with a Canadian sub-limit of $15 million. ~~$300 million of the~~The revolving credit facility bears interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 250 bps and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the credit facilities. The remaining $75 million of the revolving credit facility bears interest at LIBOR plus 300 bps or CDOR plus 200 bps and requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. $300 million of the revolving credit facility is scheduled to mature in December ~~2023 and $75 million of the revolving~~2023. The credit ~~facility is scheduled to mature in April 2022. The Third Amended 2017 Credit Agreement~~agreement provides for the issuance of documentary and standby letters of credit. After letters of credit, which totaled ~~$15.9~~$15.8 million as of June ~~27, 2021,~~26, 2022, we had ~~$359.1~~$194.2 million of available borrowings under the revolving credit facility. Our letters of credit are primarily in place to backstop insurance arrangements.

On December 17, 2021, we redeemed $450 million of 5.375% senior unsecured notes, which otherwise would have matured in June 2024, at a redemption price equal to 100.896% of the principal amount plus accrued and unpaid interest. We further amended the 2017 Credit Agreement in December 2021 to allow for the redemption of the 2024 senior notes and in February 2022 to allow for larger sale and leaseback transactions.

As of June ~~27, 2021,~~26, 2022, we ~~have~~had four interest rate swap agreements with a notional value of $500 million that convert one-month variable rate LIBOR to a fixed rate of 2.88% through December 31, 2023. This results in a 4.63% fixed interest rate for borrowings under our senior secured term loan facility after the impact of interest rate swap agreements. None of our interest rate swap agreements were designated as cash flow hedges in the periods presented. As of June ~~27, 2021,~~26, 2022, the fair value of our swap portfolio was classified as long-term and recorded in ~~"Derivative Liability"~~"Other Assets" within the unaudited condensed consolidated balance sheet.

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Financial and Non-Financial Disclosure About Issuers and Guarantors of our Registered Senior Notes

As discussed within the Long-Term Debt footnote at Note 6, we ~~have issued five~~had four tranches of fixed rate senior ~~notes:~~notes outstanding at June 26, 2022: the ~~2024,~~ 2025, 2027, 2028 and 2029 senior notes. The 2024 senior notes ~~(“senior notes”).~~were fully redeemed on December 17, 2021. The 2024, 2027, 2028 and 2029 senior notes ~~(the “registered senior notes”) have been~~were registered under the Securities Act of 1933. The 2025 senior notes were sold in a private placement in reliance on exemptions from registration under the Securities Act of 1933. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") ~~are~~were the co-issuers of the 2024 senior notes. Cedar Fair, L.P., Cedar Canada, Magnum, and Millennium Operations LLC (“Millennium”) are the co-issuers of the 2027, 2028 and 2029 senior notes. Our senior notes have been irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of Cedar Fair (other than the co-issuers) that guarantees our credit facilities under ~~the Third Amended 2017 Credit Agreement.~~our credit agreement. A full listing of the issuers and guarantors of our registered senior notes can be found within Exhibit 22, and additional information with respect to our registered senior notes and the related guarantees follows.

The ~~2024,~~ 2027, 2028 and 2029 senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt, including the other registered senior notes. However, the ~~2024,~~ 2027, 2028 and 2029 senior notes ~~are ranked~~rank effectively junior to our secured debt under the ~~Third Amended~~ 2017 Credit Agreement, as amended, and the 2025 senior notes to the extent of the value of the assets securing such debt.

In the event that the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor is released from its obligations under our senior secured credit facilities (or the ~~Third Amended~~ 2017 Credit ~~Agreement)~~Agreement, as amended), such entity will also be released from its obligations under the registered senior notes. In addition, the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor can be released from its obligations under the ~~2024,~~ 2027, 2028 and 2029 senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the ~~2024,~~ 2027, 2028 and 2029 senior notes: i) any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of Cedar Fair or a sale or disposition of all or substantially all of the assets of such entity; ii) if such entity is dissolved or liquidated; iii) if we designate such entity as an Unrestricted Subsidiary; iv) upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary of Cedar Fair or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.

The obligations of each guarantor are limited to the extent necessary to prevent such guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. This provision may not, however, protect a guarantee from being voided under fraudulent transfer law, or may reduce the applicable guarantor’s obligation to an amount that effectively makes its guarantee worthless. If a guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness of the guarantor, and depending on the amount of such indebtedness, could reduce the guarantee to zero. Each guarantor that makes a payment or distribution under a guarantee is entitled to a pro rata contribution from each other guarantor based on the respective net assets of the guarantors.

The following tables provide summarized financial information for each of our co-issuers and guarantors of the 2024, 2027, 2028 and 2029 senior notes (the "Obligor Group"). We ~~have~~ presented each entity that is or was a co-issuer of any series of the registered senior notes separately. The subsidiaries that guarantee the 2027, 2028 and 2029 senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries have not been eliminated. The subsidiaries that ~~guarantee~~guaranteed the 2024 senior notes ~~include~~included the guarantor subsidiary group, as well as Millennium. Millennium is a co-issuer under the 2027, 2028 and 2029 senior notes and was a guarantor under the 2024 senior notes. Certain subsidiaries of Cedar Fair dodid not guarantee our credit facilities or senior notes as the assets and results of operations of these subsidiaries ~~are~~were immaterial (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of ~~$12.7~~$13.7 million and ~~$11.5~~$14.0 million as of June ~~27, 2021~~26, 2022 and December 31, ~~2020,~~2021, respectively.

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Summarized Financial Information (In thousands)	Summarized Financial Information (In thousands)	Cedar Fair L.P. (Parent)		Magnum (Co-Issuer Subsidiary)		Cedar Canada (Co-Issuer Subsidiary)		Millennium (Co-Issuer 2027, 2028 & 2029 Guarantor 2024)		Guarantor Subsidiaries (1)		Summarized Financial Information (In thousands)	Cedar Fair L.P. (Parent)		Magnum (Co-Issuer Subsidiary)		Cedar Canada (Co-Issuer Subsidiary)		Millennium (Co-Issuer 2027, 2028 & 2029 Guarantor 2024)		Guarantor Subsidiaries (1)
Balance as of June 27, 2021
Balance as of June 26, 2022												Balance as of June 26, 2022

Current Assets	Current Assets	$	1,128	$	52,275	$	43,222	$	390,639	$	1,095,828	Current Assets	$	1,120	$	26,170	$	60,269	$	606,349	$	1,420,273

Non-Current Assets	Non-Current Assets	(234,552)		921,483		537,219		2,339,420		1,764,660		Non-Current Assets	(216,327)		1,417,172		546,320		2,453,781		1,728,623

Current Liabilities	Current Liabilities	459,479		634,815		23,492		309,875		60,949		Current Liabilities	359,584		1,067,613		279,034		335,066		91,478

Non-Current Liabilities	Non-Current Liabilities	146,562		36,954		469,386		2,376,797		91,245		Non-Current Liabilities	147,479		1,122		23,179		2,412,813		96,766

Balance as of December 31, 2020
Balance as of December 31, 2021												Balance as of December 31, 2021

Current Assets	Current Assets	$	421	$	33,985	$	44,465	$	464,779	$	1,044,779	Current Assets	$	517	$	97,221	$	96,042	$	572,865	$	1,187,211

Non-Current Assets	Non-Current Assets	(30,651)		995,507		528,281		2,311,502		1,820,745		Non-Current Assets	(138,126)		1,647,952		540,332		2,368,737		2,145,307

Current Liabilities	Current Liabilities	488,799		573,244		18,235		200,107		40,412		Current Liabilities	410,779		1,331,130		29,050		227,483		58,949

Non-Current Liabilities	Non-Current Liabilities	146,106		44,778		461,903		2,370,939		91,835		Non-Current Liabilities	147,021		21,274		24,043		2,385,100		97,803

Six Months Ended June 27, 2021
Net revenues $ — $ 33,845 $ 164 $ 184,532 $ 73,449
Operating (loss) income (46,504) (135,172) (9,670) 66,396 (4,917)
Net loss (168,494) (103,378) (253) — (11,619)
Twelve Months Ended December 31, 2020
Net revenues $ — $ 102 $ 440 $ 510,077 $ 150,439
Operating (loss) income (198,769) (322,420) (37,655) 109,688 (121,437)
Net loss (588,690) (359,984) (54,046) — (149,704)



Six Months Ended June 26, 2022


Net revenues	$	10,707	$	162,706	$	43,866	$	645,836	$	138,809


Operating income (loss)	9,109		(96,464)		9,548		62,003		44,423


Net (loss) income	(37,305)		(28,212)		422		—		22,426

Twelve Months Ended December 31, 2021


Net revenues	$	35,908	$	363,340	$	75,353	$	1,449,022	$	344,778


Operating income (loss)	31,808		(156,079)		12,545		136,844		124,405


Net (loss) income	(46,741)		(34,647)		1,967		—		62,586

(1)With respect to the 2024 senior notes, if the financial information presented for Millennium was combined with that of the other guarantor subsidiaries that have been presented on a combined basis, the following additional intercompany balances and transactions between Millennium and such other guarantor entities would be eliminated: Current Assets and Current Liabilities - ~~$13.0~~$13.2 million as of June ~~27, 2021~~26, 2022 and ~~$12.7~~$13.4 million as of December 31, ~~2020;~~2021; Non-Current Assets - ~~$2,228.8~~$2,338.6 million as of June ~~27, 2021~~26, 2022 and ~~$2,201.8~~$2,254.9 million as of December 31, ~~2020;~~2021; and Net revenues - ~~$45.4~~$46.9 million as of June ~~27, 2021~~26, 2022 and ~~$130.3~~$126.6 million as of December 31, ~~2020.~~2021. Combined amounts for all guarantors of the 2024 senior notes for all other line items within the table would be computed by adding the amounts in the Millennium and Guarantor Subsidiaries columns.

Forward Looking Statements

Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs, goals and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct, including the timing of any debt paydown or payment of partnership distributions, or that our ~~business optimization and~~ growth strategies will achieve the targeted results. Important factors, including the impacts of the COVID-19 pandemic, general economic conditions, adverse weather conditions, competition for consumer leisure time and spending, unanticipated construction delays, changes in our capital investment plans and projects and other factors we discuss from time to time in our reports filed with the Securities and Exchange Commission (the "SEC") could adversely affect ~~attendance at~~ our ~~parks,~~future financial performance, as well as the timing of any debt paydown or payment of partnership distributions, and our ~~business optimization program,~~growth strategies and could cause actual results to differ materially from our expectations or otherwise to fluctuate or decrease. Additional information on risk factors that may affect our business and financial results can be found in our Annual Report on Form 10-K and in the filings we make from time to time with the SEC, including this Form 10-Q. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this document.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from fluctuations in interest rates and currency exchange rates on our operations in Canada, and from time to time, on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

We manage interest rate risk using a combination of fixed-rate long-term debt, interest rate swaps that fix our variable-rate long-term debt, and variable-rate borrowings under our revolving credit facility. Translation exposures with regard to our Canadian operations are not hedged.

None of our interest rate swap agreements are designated as hedging instruments. Changes in fair value of derivative instruments that do not qualify for hedge accounting are reported as "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive ~~loss.~~income (loss).

As of June ~~27, 2021,~~26, 2022, on an adjusted basis after giving effect to the impact of interest rate swap agreements, all of our outstanding long-term debt represented fixed-rate debt except for revolving credit borrowings. Assuming the daily average balance over the past twelve months on ~~our~~ revolving credit borrowings of approximately ~~$12.3~~$50.4 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt (including term debt and not considering the impact of our interest rate swaps) would lead to an increase of approximately ~~$2.8~~$2.5 million in cash interest costs over the next twelve months.

Assuming a hypothetical 100 bps increase in 30-day LIBOR, the amount of net cash interest paid on our derivative portfolio would decrease by ~~$2.6~~$2.0 million over the next twelve months.

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a ~~$2.2~~$3.2 million decrease in annual operating ~~loss~~income for the trailing twelve months ended June ~~27, 2021.~~26, 2022.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures -

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of June ~~27, 2021,~~26, 2022, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June ~~27, 2021.~~26, 2022.

(b)Changes in Internal Control Over Financial Reporting -

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June ~~27, 2021~~26, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In response to the COVID-19 pandemic, many of our employees continued working from home during the fiscal quarter ended June 27, 2021. We are monitoring and assessing the changing business environment resulting from the COVID-19 pandemic and the related effect on our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities:

The following table summarizes repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests by the Partnership during the three months ended June ~~27, 2021:~~26, 2022:


		(a)	(b)		(c)	(d)			(a)	(b)		(c)	(d)
Period	Period	Total Number of Units Purchased (1)	Average Price Paid per Unit		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs		Period	Total Number of Units Purchased (1)	Average Price Paid per Unit		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs (2)
March 29 - April 30		—	—		—	$	—
March 28 - April 30								March 28 - April 30	—	—		—	$	—
May 1 - May 31	May 1 - May 31	400	$	46.52	—	—		May 1 - May 31	249	$	46.81	—	—
June 1 - June 27		—	—		—	—
June 1 - June 26								June 1 - June 26	—	—		—	—
Total	Total	400	$	46.52	—	$	—	Total	249	$	46.81	—	$	—

(1)All repurchased units were reacquired by the Partnership in satisfaction of tax obligations related to the vesting of restricted units which were granted under the Partnership's Omnibus Incentive Plan.

(2)On August 3, 2022, we announced that our Board of Directors approved a unit repurchase plan authorizing the Partnership to repurchase units for an aggregate purchase price of not more than $250 million. No limit was placed on the duration of the repurchase program. See Note 11 for additional information.

ITEM 6. EXHIBITS


Exhibit (10.1)						~~Transition and Release Agreement,~~Contract of Sale, dated June ~~8, 2021,~~27, 2022, entered into by and between ~~Cedar Fair,~~California’s Great America, LLC and Prologis, L.P.~~, Cedar Fair Management, Inc., Magnum Management Corporation and Duffield E. Milkie.~~ Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on June ~~9, 2021.~~27, 2022.

Exhibit (22)						Subsidiary Guarantors and Issuers of Guaranteed Securities. Incorporated herein by reference to Exhibit 22 to the Registrant's Form 10-K (File No. 001-09444) filed on February 18, 2022.

Exhibit (31.1)						Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit (31.2)						Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit (32)						Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit (101)						The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended June ~~27, 2021~~26, 2022 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~Loss,~~Income (Loss), (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of Partners' Deficit, and (v) related notes, tagged as blocks of text and including detailed tags.

Exhibit (104)						The cover page from the Partnership's Quarterly Report on Form 10-Q for the quarter ended June ~~27, 2021~~26, 2022 formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	August ~~5, 2021~~3, 2022	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Date:	August ~~5, 2021~~3, 2022	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

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Note 1	Description of the Business and Significant Accounting Policies	8
Note 2	Interim Reporting	9
Note 3	Revenue Recognition	9
Note 4	Long-Lived Assets	1110
Note 5	Goodwill and Other Intangible Assets	11
Note 6	Long-Term Debt	12
Note 7	Derivative Financial Instruments	1413
Note 8	Fair Value Measurements	1514
Note 9	~~Loss~~Income (Loss) per Unit	1614
Note 10	Income and Partnership Taxes	1615
Note 11	Subsequent Events	15



Six Months Ended June 27, 2021


Net revenues	$	—	$	33,845	$	164	$	184,532	$	73,449


Operating (loss) income	(46,504)		(135,172)		(9,670)		66,396		(4,917)


Net loss	(168,494)		(103,378)		(253)		—		(11,619)

Twelve Months Ended December 31, 2020


Net revenues	$	—	$	102	$	440	$	510,077	$	150,439


Operating (loss) income	(198,769)		(322,420)		(37,655)		109,688		(121,437)


Net loss	(588,690)		(359,984)		(54,046)		—		(149,704)